Graham Holdings Company (NYSE:GHC) made a proposal to acquire Leaf Group Ltd. (NYSE:LEAF) from group of shareholders for approximately $330 million on February 9, 2021. Graham Holdings Company entered into a definitive merger agreement to acquire Leaf Group Ltd. (NYSE:LEAF) on April 3, 2021. The group of stockholders of Leaf Group comprised of VIEX Opportunities Fund, LP –Series One, Osmium Capital, LP and Oak Investment Partners XI, Limited Partnership beneficially own approximately 25% of the outstanding common stock of the Leaf Group. Under the agreement, Graham Holdings will acquire all of the outstanding shares of common stock of Leaf Group for $8.50 per share in an all-cash transaction valued at approximately $323 million. Upon completion of the acquisition, Leaf Group will become a wholly-owned subsidiary of Graham Holdings. The agreement may be terminated under certain circumstances. Upon termination of the agreement, the Leaf Group will be required to pay Graham Holdings a termination fee of $12.9 million in cash. 

Following the transaction, it is anticipated that Sean Moriarty, Chief Executive Officer of Leaf Group, and other key members of Leaf Group's senior management team will continue in their roles. The transaction is subject to the approval of Leaf Group shareholders, customary regulatory requirements, termination or expiration of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act, the representations and warranties of the parties being true and correct subject to certain materiality qualifications and all covenants of the parties having been complied with in all material respects and customary closing conditions. The transaction is not subject to a financing condition. The transaction was unanimously approved by the Leaf Group Board of Directors and recommended that Leaf Group's stockholders vote in favor of the adoption of the merger agreement. The Board of Directors of Graham Holdings has also approved the agreement. The Directors and executive officers of Leaf Group collectively holding approximately 2.1% of the outstanding shares of Leaf Group have entered into a voting agreement under which they have agreed to vote all of their Leaf Group shares in favor of the transaction. As of April 6, 2021, Boyle Capital Opportunity Fund rejected the offer of $8.50 per share. As of April 12, 2021, PenderFund strongly urges Leaf's Board to reassess its decision on Graham Holdings' offer. As of May 10, 2021, The Board and management team consulted extensively with Leaf Group's independent financial advisors and legal counsel to ensure that the merger maximized value for Leaf Group shareholders. The $8.50 Cash Value Per Share of the transaction Provides the best option for Shareholders. As a result, the Board unanimously voted to approve the merger and Leaf Group Board of Directors unanimously recommends that the Leaf Group's shareholders should vote to approve the merger agreement. As of May 17, 2021, 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. As of May May 25, 2021, Institutional Shareholder Services has recommended shareholders vote to approve its merger agreement with Graham Holdings Company. As of June 4, 2021, Graham Holdings issued a letter to Leaf Group that its best and final offer is $8.50 per share in cash. As of June 8, 2021, Glass, Lewis & Co LLC has recommended shareholders to vote in favor to approve its merger agreement with Graham Holdings Company. As of June 10, 2021, shareholders of Leaf Group approved the Merger Agreement.

The transaction is expected to close in June or July of 2021. As of June 10, 2021, the transaction is expected to close on June 14, 2021. Moorgate Securities LLC and Canaccord Genuity LLC are acting as financial advisors and Joseph L. Johnson III and Andrew H. Goodman of Goodwin Procter LLP acted as legal counsels to Leaf Group. Paul V. Rogers and Jack S. Bodner of Covington & Burling LLP acted as legal advisors to Graham Holdings. Leaf Group agreed to pay Moorgate a cash fee equal to $5,579,070 contingent upon the consummation of the merger and will pay Innisfree a cash fee equal to $50,000 plus an additional $200,000 contingent upon the approval of the merger proposal by the Leaf Group's stockholders at the special meeting. Leaf Group agreed to pay Canaccord Genuity a fee of $650,000 for its services, payable upon delivery by Canaccord Genuity of its opinion and regardless of whether the merger was ultimately approved by the Board or is ultimately consummated. Steven Stokdyk of Latham & Watkins LLP acted as legal advisor Canaccord Genuity Corp.

Graham Holdings Company (NYSE:GHC) completed the acquisition of Leaf Group Ltd. (NYSE:LEAF) from group of shareholders on June 14, 2021.