Blog: LEAF GROUP LTD. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 7.01. Regulation FD Disclosure

On June 4, 2021, Leaf Group Ltd. (the “Company”) issued the press release
attached to this Form 8-K as Exhibit 99.1 relating to the pending merger with
Graham Holdings Company.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing, except as expressly set forth by
specific reference in such a filing.

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 Company (“Parent”) and Pacifica Merger
Sub, Inc., a wholly owned subsidiary of Parent (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
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 Copies of the documents filed by the
Company with the SEC will also be available free of charge on the Company’s
website at or by contacting the Company’s Investor Relations
contact at

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 communications 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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                   Description
  99.1          Press Release, dated June 4, 2021
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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