DoubleVerify (DV) Proxy filing summary

Executive summary

• Agreement and Plan of Merger signed for the acquisition of the company by Neptune BidCo US Inc., with Wallace Merger Sub Inc. merging into the company, making it a wholly owned subsidiary of Parent, which is affiliated with Nielsen Company (US) LLC.

• The board, following a special committee's unanimous recommendation, approved the merger as fair and in the best interests of shareholders, and recommends shareholder approval.

• Upon completion, each outstanding share will be converted into the right to receive $13.60 in cash, and the company's shares will be delisted from the NYSE.

• The merger is subject to customary closing conditions, including shareholder approval, regulatory clearances, and absence of legal impediments.

• Financing for the transaction includes $200 million in equity commitments from Elliott Investment Management L.P. affiliates and $1.8 billion in debt financing commitments.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the Merger Agreement and related transactions at a special meeting.

• The only required shareholder vote is a majority of outstanding shares entitled to vote.

• Voting and Support Agreements have been executed by significant shareholders to vote in favor of the merger.

Board of directors and corporate governance

• The board established a special committee to evaluate strategic alternatives and the merger.

• At the effective time, directors and officers of Merger Sub will become the directors and officers of the surviving corporation.

• The board has taken actions to render Section 203 of the DGCL inapplicable to the merger.