LiveRamp has published the valuation ranges its stockholders went to court over, and three of the four trading comparables stop short of the price Publicis agreed to pay
$38.50 a share.
That is the price Publicis Groupe agreed to pay for LiveRamp Holdings in May, and on Monday morning the company filed the arithmetic that produced it. The supplemental disclosures went to the SEC at 09:18 Eastern under Item 8.01, a week before stockholders vote on 17 August. Four sets of valuation ranges came with them, and three of the four trading comparable ranges end below the offer.
Evercore, LiveRamp's financial adviser, ran the deal against four methods. Its discounted cash flow analysis modelled standalone unlevered free cash flow from 30 June 2026 through the end of 2030, applied perpetuity growth rates of 4 to 6 percent and discount rates of 13 to 15 percent, and produced implied equity values of $33.83 to $49.38 a share. Ten precedent transactions since 2016 gave a spread of multiples from 5.8 times to 27.0 times, and a reference range of 10 to 15 times last twelve month earnings before interest, tax, depreciation, amortisation and stock compensation produced $32.23 to $46.06.
The trading comparables are the ones that move.
Evercore took eighteen companies across programmatic advertising software, customer experience software and data services, then applied four multiple ranges to LiveRamp's own forecast earnings. Measured before stock compensation, the 2026 estimate gave $25.63 to $37.66 and the 2027 estimate gave $29.56 to $46.21. Measured after stock compensation, the 2026 estimate gave $22.32 to $28.54 and the 2027 estimate gave $29.39 to $38.14. Three of those four ranges have upper ends beneath $38.50. Ten analyst price targets observed as of 15 May, every one of them predating the announcement, ran from $30.00 at Cannonball to $50.00 at Susquehanna.
Why the numbers were added at all
Three suits and several letters.
The company says that, to its knowledge, three actions have been filed by putative stockholders: Garfield v. Argyilan and others in the Superior Court of California in San Francisco, and O'Connor and Turner, both against LiveRamp in the New York Supreme Court in New York County. All three allege, among other things, that the definitive proxy statement filed on 6 July contains materially false or misleading statements and omissions concerning the economics of the merger, the process leading to it and alleged conflicts of interest. Several demand letters allege disclosure deficiencies.
LiveRamp's answer is in the same filing. It says it believes the allegations are without merit, that the proxy complies fully with applicable law and does not need supplementing, and that it is filing the additional disclosures solely to avoid the nuisance, risk, cost and uncertainty of the dispute, including the possibility that a claim could delay or adversely affect the merger. It specifically denies every allegation, including that any further disclosure was required. No court has ruled on any of it.
The dates on management retention
The other addition is a timeline rather than a number, and it is short.
In late December 2025 the chief executive, Scott Howe, met a senior Publicis representative who said retaining certain senior LiveRamp managers would be important to integrating the companies and executing the plans of the combined business. Discussions about employment and compensation started shortly afterwards. The filing states that Publicis presented no employment agreements at that point. Publicis later repeated that it would seek employment commitments from certain senior managers.
Proposed employment agreements arrived on 9 May 2026. The merger agreement was signed on 16 May, and at signing Mr Howe entered into an employment agreement with Publicis, effective and contingent on the deal completing. The filing says other employment agreements were not finalised then. At each stage it records that the board was informed of the discussions, authorised management to continue them, and was kept apprised.
Evercore added a line about itself as well. According to its internal records, as of the date of its opinion it held no direct equity interest in LiveRamp or in the buyer, and no interest in any investment fund sponsored by either.
