This Amendment No. 2 (this “Amendment”) amends and supplements the
Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2021 (as hereby amended and supplemented and together with any subsequent amendments and supplements
thereto, this “Schedule TO”), which relates to the offer by SY Merger Sub Corporation, a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of CLP SY Holding, LLC, a Delaware limited
liability company (“Parent”), to purchase for cash all outstanding shares of common stock of Synacor, Inc., a Delaware corporation (“Synacor”), par value $0.01 per share (the “Shares”), at a
purchase price of $2.20 per Share (the “Offer Price”), net to the seller thereof in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated as of March 3, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the
“Letter of Transmittal,” which, together with the Offer to Purchase, collectively constitute the “Offer”), copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively.
This Amendment is being filed to amend and supplement the Schedule TO. Except as amended hereby to the extent specifically
provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. Capitalized terms used and not
otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.
Item 11.
Additional Information
The information set forth in Section 15 of the Offer to Purchase, entitled “Certain Legal Matters;
Regulatory Approvals; Litigation,” and Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by replacing the subsection entitled
“Certain Litigation Matters” in its entirety with the following:
“Certain Litigation Matters. On
March 9, 10, 11, and 15, 2021, five lawsuits were filed by purported stockholders of Synacor each in the United States District Court for the Southern District of New York regarding the Offer and the Merger. The lawsuits are
captioned Cave v. Synacor, Inc., et al., Case No. 1:21-cv-02037 (S.D.N.Y.) (filed March 9, 2021), Delgado v. Synacor, Inc., et
al., Case No. 1:21-cv-02054 (S.D.N.Y.) (filed March 10, 2021), Hammond v. Synacor, Inc., et al., Case No. 1:21-cv-02107 (S.D.N.Y.) (filed March 11, 2021), Gontaruk v. Synacor, Inc., et al., Case No.
1:21-cv-02128 (filed March 11, 2021), and Perkins v. Synacor, Inc., et al., Case No. 1:21-cv-02250 (S.D.N.Y.) (filed March 15, 2021) (which we refer to
collectively as the “Complaints”). Each of the Complaints names as defendants Synacor and each member of the Synacor Board, and the Gontaruk Complaint also names Parent and Purchaser as defendants. The Complaints generally
allege violations of Sections 14(e), 14(d), and 20(a) of the Exchange Act and Rule 14d-9 promulgated thereunder and, in the case of the Cave Complaint and Delgado Complaint, assert
common law claims of breach of fiduciary duty. The Cave Complaint also asserts common law claims of aiding and abetting a breach of fiduciary duty against Synacor.
The Complaints generally allege that the Schedule 14D-9 (as filed with the SEC by Synacor on
March 3, 2021) contains materially misleading and incomplete information concerning: (i) the background and process leading up to the Offer and the Merger, including, with respect to the Cave Complaint, certain
conflicts of interest involving management; (ii) Synacor’s financial projections; (iii) the fairness opinion and financial analyses performed by Canaccord Genuity LLC; and (iv) in the case of the Gontaruk Complaint and the
Perkins Complaint, communications regarding the future employment and directorship of Synacor’s officers and directors and merger-related benefits. Additionally, the Cave Complaint alleges that the members of the Synacor
Board breached their fiduciary duties of care, loyalty and good faith owed to the plaintiff in connection with the Offer and the Merger while the Delgado Complaint alleges that the members of the Synacor Board breached their
fiduciary duty of candor/disclosure owed to the plaintiff with respect to disclosures included in or omitted from the Schedule 14D-9.
The Cave Complaint seeks, among other things: (a) to enjoin the defendants from proceeding with the Offer and the Merger;
(b) to rescind the Offer and the Merger or recover damages in the event that the Offer and Merger are consummated; (c) to declare that the Merger Agreement was agreed to in breach of the Synacor Board’s fiduciary duties and is
therefore unlawful and unenforceable; (d) to direct the members of the Synacor Board to exercise their fiduciary duties to commence a sales process that is reasonably designed to secure the best possible consideration for Synacor and obtain a
transaction which is in the best interests of Synacor and the plaintiff as a Synacor stockholder; (e) to direct Synacor and the Synacor Board to account to plaintiff for damages sustained; and (f) an award of costs of bringing the lawsuit,
including attorneys’ and experts’ fees and expenses, in addition to the other relief.
