LiveRamp (RAMP) Proxy filing summary

Executive summary

• Publicis Groupe has agreed to acquire all outstanding shares of LiveRamp for $38.50 per share in an all-cash transaction, valuing the equity at $2.5 billion and representing a 30% premium to the prior closing price.

• The transaction is unanimously approved by both boards and is expected to close by year-end 2026, subject to regulatory and shareholder approvals.

• LiveRamp will continue to operate as a neutral, interoperable platform, led by its current CEO, and will be integrated into Publicis Groupe's Technology segment.

• The acquisition is expected to be accretive to Publicis' headline EPS from the first year, with raised growth objectives for 2027-2028.

Voting matters and shareholder proposals

• LiveRamp shareholders will be asked to approve the merger at a special meeting; the definitive proxy statement will be mailed to shareholders.

• Shareholders are urged to read the proxy statement and related SEC filings before voting.

Board of directors and corporate governance

• The transaction was unanimously approved by the boards of both companies.

• LiveRamp's CEO will continue to lead the company post-acquisition, reporting to Publicis Groupe's CEO.

• LiveRamp will maintain its current commercial practices and neutrality in the market.