This Schedule 14D-9 consists of the following document related to
the proposed acquisition of Synacor, Inc. (the “Company”), pursuant to the terms of an Agreement and Plan of Merger, dated as of February 10, 2021, by and among the Company, CLP SY Holding, LLC (“Parent”) and
SY Merger Sub Corporation (“Purchaser”).
|
1.
|
Form of E-Mail to Customers, Partners, Prospective Customers and
Prospective Partners, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
|
|
2.
|
E-Mail to Employees, dated February 11, 2021, a copy of which is
attached hereto as Exhibit 99.2 and incorporated herein by reference.
|
|
3.
|
Facebook post from the Company, February 11, 2021, a copy of which is attached hereto as Exhibit 99.3 and
incorporated herein by reference.
|
|
4.
|
Facebook post from Zimbra, a product of the Company (“Zimbra”), February 11, 2021, a copy of
which is attached hereto as Exhibit 99.4 and incorporated herein by reference.
|
|
5.
|
Tweet from the Company, February 11, 2021, a copy of which is attached hereto as Exhibit 99.5 and incorporated
herein by reference.
|
|
6.
|
Tweet from Zimbra, February 11, 2021, a copy of which is attached hereto as Exhibit 99.6 and incorporated
herein by reference.
|
|
7.
|
LinkedIn post from the Company, February 11, 2021, a copy of which is attached hereto as Exhibit 99.7 and
incorporated herein by reference.
|
|
8.
|
LinkedIn post from Zimbra, February 11, 2021, a copy of which is attached hereto as Exhibit 99.8 and
incorporated herein by reference.
|
|
9.
|
Retweet from Himesh Bhise, February 11, 2021, a copy of which is attached hereto as Exhibit 99.9 and
incorporated herein by reference.
|
Items No. 1 through No. 9 above were each first used or made available on February 11,
2021.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer for the outstanding shares of Company common stock described in this communication has not yet commenced. This communication is for
informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company common stock, nor is it a substitute for any tender offer materials that Parent, Purchaser or the Company will file with the
U.S. Securities and Exchange Commission (the “SEC”). A solicitation and offer to buy shares of the Company common stock will be made only pursuant to an offer to purchase and related materials that Purchaser intends to file with the
SEC. At the time the tender offer is commenced, Parent will cause Purchaser to file a tender offer statement on Schedule TO with the SEC, and the Company will file a solicitation/recommendation statement on Schedule
14D-9 with the SEC with respect to the tender offer. COMPANY STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND
OTHER TENDER OFFER DOCUMENTS) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL BE FILED BY THE COMPANY WITH THE SEC, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO THAT
SHOULD BE READ CAREFULLY. Both the tender offer statement and the solicitation/recommendation statement will be made available at no charge on the SEC’s website: www.sec.gov. In addition, a copy of the offer to purchase, letter of
transmittal and certain other tender offer documents (once they become available) will be mailed to the Company’s stockholders free of charge and additional copies may be obtained free of charge, by contacting Synacor Investor Relations by e-mail at ir@synacor.com or on the Company’s website at www.synacor.com. In addition to the offer to purchase, the related letter of transmittal and certain other documents, as well as the
solicitation/recommendation statement, the Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The Company’s filings with the SEC are available to the public at the website maintained by the
SEC at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company at www.synacor.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This filing, as well as the exhibits attached hereto, contain forward-looking statements within the meaning of the federal securities law, including, without
limitation, the potential benefits of the proposed transaction, the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, that are subject to various risks and uncertainties
that could cause actual results to differ materially from those expressed or implied in such statements. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” and words and terms of
similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. Such statements are subject to risks and uncertainties that include, but are not limited to: (i) uncertainties as
to the timing of the tender offer; (ii) the risk that the proposed transaction may not be completed, or if it is completed, that it will close in a timely manner; (iii) the possibility that competing offers or acquisition proposals for the
Company will be made; (iv) uncertainty surrounding how many of the Company’s stockholders will tender their shares in the tender offer; (v) the possibility that any or all of the various conditions to the consummation of the tender
offer may not be satisfied or waived; (vi) the possibility of business disruptions due to transaction-related uncertainty and the response of business partners to the announcement; (vii) the diversion of management attention from business
operations to the transactions; (viii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (ix) the risk that stockholder litigation in connection with the proposed
transaction may result in significant costs of defense, indemnification and liability; and (x) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the tender offer statement, solicitation/recommendation statement and