DoubleVerify merger clears four foreign antitrust authorities

DoubleVerify Holdings, Inc. reported that its pending merger with Neptune BidCo US Inc. has received regulatory clearance from competition authorities in Australia, Germany, Cyprus, and Morocco, subject to a final statutory review period in Australia. The Form 8-K filing, submitted to the U.S. Securities and Exchange Commission on October 20, 2026, supplements the definitive proxy statement previously sent to stockholders. Neptune BidCo US Inc. is the parent company of The Nielsen Company (US), LLC. Under the merger agreement signed on August 6, 2026, Wallace Merger Sub Inc., a wholly owned subsidiary of Neptune BidCo US Inc., will merge with DoubleVerify Holdings, Inc., which will survive as a wholly owned subsidiary of the parent entity.

Regulatory approvals were granted sequentially over the past month. On October 5, 2026, the German Federal Cartel Office cleared the transaction. On October 7, 2026, the Commission for the Protection of Competition of the Republic of Cyprus issued its clearance. On October 13, 2026, the Australian Competition and Consumer Commission cleared the merger. The Moroccan Competition Council granted clearance on the same date. Notification forms were originally filed with these foreign authorities on September 3, 2026, with a formal notification lodged with the Australian Competition and Consumer Commission on September 21, 2026.

The completion of the merger in Australia is subject to a specific statutory waiting period. Under the Competition and Consumer Act 2010 (Cth), the parties cannot finalize the transaction until 14 calendar days have passed following the publication of the Australian Competition and Consumer Commission's determination and reasons on its Acquisitions Register. During this interval, the parties or eligible third parties may apply to the Australian Competition Tribunal for a review of the decision. If no such application is filed, the parties may proceed with the merger once this 14-day period expires.

The filing also addresses ongoing legal proceedings related to the transaction. As of October 20, 2026, DoubleVerify Holdings, Inc. has received two demand letters from purported stockholders alleging that the preliminary proxy statement filed on September 11, 2026, or the current proxy statement contains disclosure deficiencies that breach fiduciary duties and violate Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The stockholders are seeking corrective disclosures before the Special Meeting. Additionally, two complaints have been filed by purported company stockholders as of the same date.

DoubleVerify Holdings, Inc. urged stockholders who have not yet submitted a proxy to do so promptly for use at the Special Meeting. The company stated that this current report does not affect the validity of any proxy cards or voting instructions previously delivered. Stockholders who have already submitted proxies and do not wish to change their instructions are not required to take further action. The supplemental information is incorporated by reference into the proxy statement filed on September 29, 2026.