UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed
by the Registrant x
Filed
by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨
Definitive Proxy Statement
x Definitive
Additional Materials
¨ Soliciting
Material under §240.14a-12
LEAF GROUP
LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities
to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0- 11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value
of transaction:
(5) Total fee paid:
¨
Fee paid previously with preliminary materials.
¨ Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration
Statement No.:
(3) Filing Party:
(4) Date Filed:
As
previously reported, Leaf Group Ltd., a Delaware corporation (the “Company”), Graham Holdings Company, a Delaware corporation
(“Parent”), and Pacifica Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger
Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated April 3, 2021, pursuant
to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly
owned subsidiary of Parent.
The applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”), with respect to the Merger expired on May 17, 2021, at 11:59 p.m.,
Eastern time.
The expiration of the waiting period under the HSR Act satisfies one
of the conditions to the closing of the Merger. The closing of the Merger remains subject to the adoption of the Merger Agreement by the
Company’s stockholders and the satisfaction or waiver of the other remaining conditions to the Merger set forth in the Merger Agreement
and described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”)
on May 6, 2021.
Additional Information and Where to Find It
In connection with the proposed Merger, the Company filed relevant
materials with the SEC, including a proxy statement on Schedule 14A (the “Proxy Statement”). The Proxy Statement was filed
with the SEC and was first mailed to stockholders of the Company on May 6, 2021. This communication is not a substitute for the Proxy
Statement or for any other document that the Company may file with the SEC or send to the Company’s stockholders in connection with
the proposed Merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. Stockholders will be able to obtain
free copies of the Proxy Statement and other documents filed by the Company with the SEC through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by the Company with the SEC will also be available free of charge on the Company’s website at www.leafgroup.com or
by contacting the Company’s Investor Relations contact at shawn.milne@leafgroup.com.
Participants in the Solicitation
The Company and its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the
proposed Merger under the rules of the SEC. Information about the directors and executive officers of the Company and their ownership
of shares of the Company Common Stock is set forth in its Annual Report on Form 10-K for the year ended December 31,
2020, which was filed with the SEC on February 25, 2021 (as amended by the Amendment No. 1 to Form 10-K filed with the
SEC on April 30, 2021), its proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on
April 20, 2020, and in subsequent documents filed or to be filed with the SEC, including the Proxy Statement. Information regarding
the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the
Merger, by security holdings or otherwise, is included in the Proxy Statement, and any such additional information will be included in
other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents as described
above.
Forward Looking Statements
This communication contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. The Company generally identifies forward-looking statements
by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “target,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other
similar words. These statements are only predictions. The Company has based these forward-looking statements largely on its then-current
expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking
statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s
control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to
a number of factors, including but not limited to: (i) risks associated with the Company’s ability to obtain the stockholder
approval required to consummate the proposed Merger and the timing of the closing of the proposed Merger, including the risks that a condition
to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed Merger will not occur; (ii) the
outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement; (iii) the
occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; (iv) unanticipated
difficulties or expenditures relating to the proposed Merger, the response of business partners and competitors to the announcement of
the proposed Merger, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed
Merger; (v) the response of Company stockholders to the Merger Agreement; and (vi) those risks detailed in the Company’s
most recent Annual Report on Form 10-K (as amended by the Amendment No. 1 to such Form 10-K) and subsequent reports
filed with the SEC, as well as other documents that may be filed by the Company from time to time with the SEC. Accordingly, you should
not rely upon forward-looking statements as predictions of future events. The Company cannot assure you that the events and circumstances
reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected
in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which
the statements are made. Except as required by applicable law or regulation, the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated
events.
Leaf (NYSE:LEAF)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Leaf (NYSE:LEAF)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025
