VONAGE HOLDINGS CORP. Item 8.01. Other Events
On
Since the filing of the preliminary Proxy Statement, five actions (collectively,
the "Vonage Actions") have been filed in the
The defendants deny the allegations in the Vonage Actions and Demand Letters and deny any alleged violations of law or any legal or equitable duty. The defendants believe that the claims asserted in the Vonage Actions and Demand Letters are without merit and no additional disclosures are required under applicable law. However, in order to avoid the risk of the Vonage Actions and Demand Letters delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the defendants have determined to voluntarily make the following supplemental disclosures to the definitive Proxy Statement, as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the defendants specifically deny all allegations in the Vonage Actions and Demand Letters that any additional disclosure was or is required.
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT
This supplemental information should be read in conjunction with the definitive
Proxy Statement filed on
The section of the Definitive Proxy Statement entitled "The Merger-Background of the Merger" is amended and supplemented as follows:
The disclosure on page 38 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined disclosure to the last full paragraph on such page:
"On
2--------------------------------------------------------------------------------
The section of the Definitive Proxy Statement entitled "The Merger-Opinion of Qatalyst Partners LP-Illustrative Discounted Cash Flow Analysis" is amended and supplemented as follows:
The disclosure in the first bullet on page 49 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined disclosure on such page:
" • adding:
(a) the implied net present value of the estimated future unlevered free cash
flows of Vonage, based on the Forecasts, for the fourth quarter of calendar year
2021 through calendar year 2025 (which implied present value was calculated by
using a range of discount rates of 6.5% to 11.5%, based on an estimated weighted
average cost of capital for Vonage utilizing the capital asset pricing model and
inputs based on
(b) the implied net present value of a corresponding terminal value of Vonage,
calculated by multiplying Vonage's estimated Adjusted EBITDA in calendar year
2026 based on the Forecasts by a range of multiples of fully diluted enterprise
value to next-twelve-months estimated EBITDA of 20.0x to 25.0x (which was chosen
based on
(c) Vonage's cash and cash equivalents of approximately
The section of the Definitive Proxy Statement entitled "The Merger-Opinion of Qatalyst Partners LP-Sum of the Parts Analysis" is amended and supplemented as follows:
The disclosure in the first paragraph on page 53 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined disclosure on such page:
"Based upon the Analyst Projections as of
CY2022E
Selected API Companies Gross Profit
Agora, Inc. 18.2x
Bandwidth Inc. 7.6x
CM.com Netherlands B.V . 10.1x
Kaleyra, Inc. 7.0x
LINK Mobility Group AS 5.6x
Sinch AB (publ) (1) 11.8x
Twilio Inc. 24.9x
(1) Sinch AB financials pro forma for announced acquisitions per Dun &
Bradstreet research report as of
3--------------------------------------------------------------------------------
The disclosure in the third paragraph on page 53 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined disclosure on such page:
"Based on an analysis of the CY2022E Revenue Multiples for each of the selected
UCaaS & CCaaS companies (as set forth in the table above in the section entitled
" -Selected Companies Analysis"),
The disclosure in the fifth paragraph on page 53 of the Definitive Proxy Statement is amended and supplemented by adding the following underlined disclosure on such page:
"
4
--------------------------------------------------------------------------------
Forward-Looking Statements
This communication contains forward-looking statements, including statements
regarding the effects of the proposed acquisition of Vonage by Parent, that
constitute forward-looking statements for purposes of the safe harbor provisions
under The Private Securities Litigation Reform Act of 1995. In addition, other
statements in this communication that are not historical facts or information
may be forward-looking statements. The forward-looking statements in this
communication are based on information available at the time the statements are
made and/or management's belief as of that time with respect to future events
and involve risks and uncertainties that could cause actual results and outcomes
to be materially different. Important factors that could cause such differences
include, but are not limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement;
the inability to complete the proposed merger due to the failure to obtain
stockholder approval for the proposed merger or the failure to satisfy other
conditions to completion of the proposed merger; risks related to disruption of
management's attention from Vonage's ongoing business operations due to the
transaction; the effect of the announcement of the proposed merger on Vonage's
relationships with its customers, operating results and business generally; the
risk that the proposed merger will not be consummated in a timely manner; the
impact of the COVID-19 pandemic; the competition we face; the expansion of
competition in the cloud communications market; risks related to the acquisition
or integration of businesses we have acquired; our ability to adapt to rapid
changes in the cloud communications market; the nascent state of the cloud
communications for business market; our ability to retain customers and attract
new customers cost-effectively; developing and maintaining market awareness and
a strong brand; developing and maintaining effective distribution channels;
security breaches and other compromises of information security; risks
associated with sales of our services to medium-sized and enterprise customers;
our reliance on third-party hardware and software; our dependence on third-party
vendors; system disruptions or flaws in our technology and systems; our ability
to comply with data privacy and related regulatory matters; our ability to scale
our business and grow efficiently; the impact of fluctuations in economic
conditions, particularly on our small and medium business customers; the effects
of significant foreign currency fluctuations; our ability to obtain or maintain
relevant intellectual property licenses or to protect our trademarks and
internally developed software; fraudulent use of our name or services;
restrictions in our debt agreements that may limit our operating flexibility;
our ability to obtain additional financing if required; retaining senior
executives and other key employees; intellectual property and other litigation
that have been and may be brought against us; rapid developments in global API
regulation and uncertainties relating to regulation of VoIP services; risks
associated with legislative, regulatory or judicial actions regarding our
business products; reliance on third parties for our 911 services; liability
under anti-corruption laws or from governmental export controls or economic
sanctions; actions of activist shareholders; risks associated with the taxation
of our business; governmental regulation and taxes in our international
operations; our history of net losses and ability to achieve consistent
profitability in the future; our ability to fully realize the benefits of our
net operating loss carry-forwards if an ownership change occurs; risks
associated with the settlement and conditional conversion of our Convertible
Senior Notes; potential effects the capped call transactions may have on our
stock in connection with our Convertible Senior Notes; certain provisions of our
charter documents; and other factors that are set forth in the "Risk Factors" in
our Annual Report on Form 10-K and in Vonage's Quarterly Reports on Form 10-Q
filed with the
Additional Information and Where to Find It
This communication may be deemed to be a solicitation material in respect of the
proposed merger between Vonage and Parent. On
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Vonage's stockholders with
respect to the proposed merger. Information about Vonage's directors and
executive officers and their ownership of Vonage's common stock is set forth in
the proxy statement on Schedule 14A filed with the
5--------------------------------------------------------------------------------
© Edgar Online, source
