LiveRamp Holdings, Inc. RAMP

election_required = True...f record, by such odd lot holder at a price at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned by such odd lot holder will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. • Second, after the purchase of all of the Shares properly tendered by odd lot holders at or below the Final Purchase Price, subject to the conditional tender provisions described in Section 6, we will purchase all other Shares properly tendered at or below the Final Purchase Pric...

expiry = 2018-12-12...NC. Of up to $500 Million in Value of Shares of Its Common Stock At a Purchase Price not Greater Than $49.00 per Share Nor Less Than $44.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 12, 2018, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). LiveRamp Holdings, Inc., a Delaware corporation (the “Company,” “LiveRamp,” “we,” “our” or “us”), invites our stockholders to tender up t...

listed = True...sued and outstanding Shares as of November 8, 2018. The Offer is not conditioned upon the receipt of financing or any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7. The Shares are listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “RAMP.” On November 12, 2018, the last full trading day before we commenced the Offer, the last reported sale price of the Shares was $45.89 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to tender their Shares....

mechanism = DUTCH...in the Company’s business, our market position and the long-term growth potential of our industry. We believe the Offer is an appropriate mechanism to return capital to our stockholders that seek liquidity under current market conditions. We believe that the modified “Dutch auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of some or all of their investment in the Company if they so elect. The Offer provides stockholders (particularly those who, because...

must_tender_all = True...inal Purchase Price and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase all odd lots (as defined in Section 1) of less than 100 Shares at the Final Purchase Price from stockholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such odd lot holder (as defined in Section 1) will not qualify for this preference); • second, after the purchase of all of the Shares properly tendered by odd...

price = USD 44.5-49.0...ied “Dutch auction.” This procedure allows you to select the price (in multiples of $0.10), within a price range specified by us, at which you are willing to sell your Shares. The price range for the Offer is $44.50 to $49.00 per Share. We will select the single lowest purchase price (in multiples of $0.10), not greater than $49.00 nor less than $44.50 per Share, that will allow us to purchase up to $500 million in value of Shares at such pr...

threshold = 100...ject to applicable law. If we do so, the preceding provisions will apply to the greater value. Odd Lots. For purposes of the Offer, the term “odd lots” means all Shares properly tendered held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 Shares, such holder referred to as an “odd lot holder,” and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender at or below the Final Purchase Price all Shares owned beneficially or of record by the odd lot holder in accordance with the procedures descri...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d651202dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash By LIVERAMP HOLDINGS, INC. Of up to $500 Million in Value of Shares of Its Common Stock At a Purchase Price not Greater Than $49.00 per Share Nor Less Than $44.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 12, 2018, UNLESS THE OFFER IS EXTENDED OR WITHDRA...