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REMEMBER:
YOU CAN VOTE YOUR SHARES BY TELEPHONE, OR VIA THE INTERNET. PLEASE FOLLOW THE EASY INSTRUCTIONS
ON THE ENCLOSED PROXY CARD. If you have any questions, or need assistance in voting your
shares, please call our proxy solicitor, INNISFREE M&A INCORPORATED TOLL-FREE: 1-877-717-3922ABOUT
LEAF GROUP Leaf Group Ltd. (NYSE: LEAF) is a diversified consumer internet company that builds
enduring, creator-driven brands that reach passionate audiences in large and growing lifestyle
categories, including fitness and wellness (Well+Good, Livestrong.com and MyPlate App), and
home, art and design (Saatchi Art, Society6 and Hunker). For more information about Leaf
Group, visit www.leafgroup.com. ABOUT GRAHAM HOLDINGS COMPANY Graham Holdings Company (NYSE:
GHC) is a diversified education and media company whose operations include educational services;
television broadcasting; online, podcast, print and local TV news and other content; social-media
advertising services; manufacturing; automotive dealerships; restaurants and entertainment
venues; custom framing; and home health and hospice care. Graham Holdings’ Kaplan,
Inc. subsidiary provides a wide variety of educational services, both domestically and outside
the United States. Graham Holdings’ media operations comprise the ownership and operation
of television broadcasting (through the ownership and operation of seven television broadcast
stations) plus Slate and Foreign Policy magazines; and Pinna, an ad-free audio streaming
service for children. Graham Holdings’ home health and hospice operations provide home
health, hospice and palliative services. Graham Holdings’ manufacturing companies comprise
the ownership of a supplier of pressure treated wood, an electrical solutions company, a
manufacturer of lifting solutions, and a supplier of certain parts used in electric utilities
and industrial systems. Graham Holdings also owns automotive dealerships, restaurants, a
custom framing service company, a cybersecurity training company, a marketing solutions provider,
and a customer data and analytics software company. ADDITIONAL INFORMATION AND WHERE TO FIND
IT This communication relates to the proposed merger (the “Merger”) involving
the Company pursuant to the Agreement and Plan of Merger, dated as of April 3, 2021, by and
among the Company, Graham Holdings and Pacifica Merger Sub, Inc., a wholly owned subsidiary
of Graham Holdings (the “Merger Agreement”) and may be deemed to be solicitation
material in respect of the proposed Merger. In connection with the proposed Merger, the Company
filed relevant materials with the U.S. Securities and Exchange Commission (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.
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