Item 1.01. Entry into a Material Definitive Agreement.
On
Merger Consideration
Subject to the terms and conditions set forth in the Merger Agreement, at the
effective time of the Merger (the "Effective Time"), by virtue of the Merger and
without any action on the part of
No fractional shares of Synacor Common Stock will be issued in the Merger, and Qumu stockholders will receive cash in lieu of fractional shares as part of the Qumu Common Stock Merger Consideration, as specified in the Merger Agreement. Shares of Synacor Common Stock will be listed on The Nasdaq Global Market ("Nasdaq").
Immediately following the completion of the Merger, the Exchange Ratio is
expected to result in
Treatment of Outstanding Qumu Equity Awards
Immediately prior to the Effective Time, each currently outstanding Qumu restricted stock award, restricted stock unit and stock option (the "Qumu Stock Awards") will become fully vested and any restrictions or risk of forfeiture will lapse. Any Qumu Common Stock required to be issued to the holder of such Qumu Stock Award following such acceleration of vesting or lapse of restrictions shall be deemed to be issued and outstanding as of immediately prior to the Effective Time and converted into the right to receive Synacor Common Stock at the Exchange Ratio.
Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each currently outstanding Qumu stock option will terminate and be cancelled, with the holder thereof becoming entitled to receive, on the date on which the Effective Time occurs, an amount in cash, without interest and subject to applicable withholding, equal to: (i) the excess, if any, of (A) the last reported sales price on Nasdaq of one share of Qumu Common Stock on the Closing Date over (B) the exercise price per share of Qumu Common Stock subject to such Qumu stock option multiplied by (ii) the number of shares of Qumu Common Stock subject to such Qumu stock option at the Effective Time. However, if the exercise price of such Qumu stock option is equal to or greater than the last reported sales price on Nasdaq on such date, such Qumu stock option will terminate and be cancelled without any consideration being payable in respect thereof .
At the Effective Time, by virtue of the Merger and without necessity of any
further action, each Qumu equity award that is granted on or after
Governance
The Merger Agreement provides that, upon the closing of the Merger, the board of
directors of
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the New Synacor Board, which such director will be subject to the approval of
the New Synacor Board including at least one of the two directors from Qumu. The
identities of the directors to serve on the New Synacor Board, other than
In addition, upon the closing of the Merger,
Conditions to the Merger
The consummation of the Merger is subject to customary closing conditions,
including (i) the absence of any adverse law or order promulgated, entered,
enforced, enacted or issued by any governmental entity that makes illegal or
prohibits the Merger, (ii) the
The parties expect the Merger will be completed in the second quarter of calendar year 2020.
Certain Other Terms of the Merger Agreement
Qumu,
Neither Qumu nor
The Merger Agreement provides for certain termination rights for both Qumu and
The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The Merger Agreement has been attached as an exhibit to this Current Report on
Form 8-K in order to provide investors and security holders with information
regarding its terms. It is not intended to provide any other factual information
about Qumu,
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Agreement. Moreover, some of those representations and warranties may not be
accurate or complete as of any specified date, may be subject to certain
disclosures between the parties and a contractual standard of materiality
different from those generally applicable to Qumu's or
Support Agreements
Simultaneously with the execution and delivery of the Merger Agreement, certain
key shareholders of Qumu (
The persons signing the Qumu Support Agreements currently beneficially own an aggregate of approximately 12% of the outstanding Qumu Common Stock. The foregoing description of the Qumu Support Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Qumu Support Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Simultaneously with the execution and delivery of the Merger Agreement, certain
key shareholders of
The persons signing the Synacor Support Agreements currently beneficially own an aggregate of approximately 24% of the outstanding Synacor Common Stock. The foregoing description of the Synacor Support Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Synacor Support Agreement, which is filed herewith as Exhibit 10.2 and is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
5.02(d)
The information set forth above under the section "Governance" in Item 1.01 is hereby incorporated by reference into this Item 5.02(d). Item 8.01. Other Events.
On
On
On
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Exhibit No. Description Agreement and Plan of Merger and Reorganization, dated as ofFebruary 11, 2020 , by and among Qumu Corporation,Synacor, Inc. and 2.1*Quantum Merger Sub I, Inc. * 10.1 Form of Qumu Support Agreement 10.2 Form of Synacor Support Agreement Joint Press Release issued bySynacor, Inc. and Qumu Corporation 99.1 datedFebruary 11, 2020 Joint Investor Presentation bySynacor, Inc. and Qumu Corporation 99.2 datedFebruary 11, 2020 Transcript of Joint Investor Presentation Conference Call by 99.3Synacor, Inc. and Qumu Corporation held onFebruary 11, 2020 99.4 Synacor Employee FAQs Schedules and certain exhibits to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.Synacor hereby undertakes to furnish supplementally copies of any of the omitted * schedules and exhibits upon request by theSEC . Additional Information and Where to Find It In connection with the proposed merger betweenSynacor and Qumu,Synacor intends to file a registration statement on Form S-4 containing a joint proxy statement/prospectus ofSynacor and Qumu and other documents concerning the proposed merger with theSEC . The definitive proxy statement will be mailed to the shareholders ofSynacor and Qumu in advance of the meeting. BEFORE MAKING ANY VOTING DECISION,SYNACOR'S AND QUMU'S RESPECTIVE SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF SYNACOR AND QUMU WITH THESEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Investors and security holders will be able to obtain a free copy of the joint proxy statement/prospectus and other documents containing important information aboutSynacor and Qumu, once such documents are filed with theSEC , through the website maintained by theSEC at www.sec.gov.Synacor and Qumu make available free of charge at www.synacor.com and www.qumu.com, respectively (in the "Investor Relations" and "Investors" sections, respectively), copies of materials they file with, or furnish to, theSEC . The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus. Participants in the Solicitation This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities.Synacor , Qumu and their respective directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the shareholders ofSynacor and Qumu in connection with the proposed merger. Information regarding the special interests of these directors and executive officers in the proposed merger will be included in the joint proxy statement/prospectus referred to above. Security holders may also obtain information regarding the names, affiliations and interests of Qumu's directors and executive officers in Qumu's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2018 filed with theSEC onMarch 15, 2019 , the definitive proxy statement for the 2019 Annual Meeting of Shareholders of Qumu filed with theSEC onApril 9, 2019 , and the additional definitive proxy soliciting materials for Qumu's 2019 Annual Meeting of Shareholders filed onApril 19, 2019 . Security holders may obtain information regarding the names, affiliations and interests ofSynacor's directors and executive officers inSynacor's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2018 filed with theSEC onMarch 14, 2019 , and the definitive proxy statement for theSynacor 2019 Annual Meeting of Stockholders filed with theSEC onApril 5, 2019 . To the extent the holdings ofSynacor securities bySynacor's directors and executive officers or the holdings of Qumu securities by Qumu's directors and executive officers have -------------------------------------------------------------------------------- changed since the amounts set forth inSynacor's or Qumu's respective proxy statement for its 2019 annual meeting of shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with theSEC . Additional information regarding the interests of such individuals in the proposed merger will be included in the joint proxy statement/prospectus relating to the proposed merger when it is filed with theSEC . These documents (when available) may be obtained free of charge in the manner described above under "Additional Information and Where to Find It". Forward-Looking Statements This communication contains forward-looking statements within the meaning of the federal securities law, including, without limitation, financial results of the companies individually or on a combined basis, potential cost savings, timing of the closing of the transaction, potential benefits of the transaction, and strategic and operational plans, 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)Synacor or Qumu may be unable to obtain shareholder approval as required for the merger; (ii) other conditions to the closing of the merger may not be satisfied; (iii) the merger may involve unexpected costs, liabilities or delays; (iv) the effect of the announcement of the merger on the ability ofSynacor or Qumu to retain and hire key personnel and maintain relationships with customers, suppliers and others with whomSynacor or Qumu does business, or onSynacor's or Qumu's operating results and business generally; (v)Synacor's or Qumu's respective businesses may suffer as a result of uncertainty surrounding the merger and disruption of management's attention due to the merger; (vi) the outcome of any legal proceedings related to the merger; (vii)Synacor or Qumu may be adversely affected by other economic, business, and/or competitive factors; (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ix) the estimated financial results of each company for 2019 may not be representative of the combined company's results for 2020 or any future period; (x) risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; and (xi) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all. Additional factors that may affect the future results ofSynacor and Qumu are set forth in their respective filings with theSecurities and Exchange Commission (SEC), including each ofSynacor's and Qumu's most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with theSEC , which are available on theSEC's website at www.sec.gov. The risks and uncertainties described above and inSynacor's most recent Annual Report on Form 10-K and Qumu's most recent Annual Report on Form 10-K are not exclusive and further information concerningSynacor and Qumu and their respective businesses, including factors that potentially could materially affect its business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements. Readers should also carefully review the risk factors described in other documents thatSynacor and Qumu file from time to time with theSEC . The forward-looking statements in this communication speak only as of the date hereof. Except as required by law,Synacor and Qumu assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
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