Additional Information and Where to Find It
In connection with the proposed Merger, MINDBODY expects to file with the Securities and Exchange Commission (the SEC) and furnish to its
stockholders a proxy statement on Schedule 14A, as well as other relevant documents concerning the proposed transaction. Promptly after filing its definitive proxy statement with the SEC, MINDBODY will mail the definitive proxy statement and a proxy
card to each stockholder of MINDBODY entitled to vote at the special meeting relating to the proposed transaction. The proxy statement will contain important information about the proposed Merger and related matters. STOCKHOLDERS AND SECURITY
HOLDERS OF MINDBODY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT MINDBODY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT MINDBODY AND THE TRANSACTION. This communication is not a substitute for the proxy statement or for any other document that MINDBODY may file with the SEC and send to its stockholders in connection with the
proposed Merger. The proposed Merger will be submitted to MINDBODYs stockholders for their consideration. Before making any voting decision, stockholders of MINDBODY are urged to read the proxy statement regarding the Merger when it becomes
available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed Merger.
Stockholders of MINDBODY will be able to obtain a free copy of the proxy statement, as well as other filings containing information about MINDBODY and the
proposed transaction, without charge, at the SECs website (http://www.sec.gov). Copies of the proxy statement, when available, and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by
contacting MINDBODYs Investor Relations at
(888) 782-7155, by
email at IR@mindbodyonline.com, or by going to MINDBODYs Investor Relations page on its website at
investors.mindbodyonline.com and clicking on the link titled Financials & Filings to access MINDBODYs SEC Filings.
Participants in the Solicitation
MINDBODY and certain of
its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger. Information regarding the interests of MINDBODYs directors and executive officers and their
ownership of Company Common Stock is set forth in MINDBODYs proxy statement on Schedule 14A filed with the SEC on April 5, 2018, will be included in MINDBODYs definitive proxy statement to be filed with the SEC in connection with
the proposed Merger, and certain of its Current Reports on
Form 8-K. Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in
the proposed Merger, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC in connection with the proposed Merger. Free copies of this document may be obtained as described
in the preceding paragraph.
Notice Regarding Forward-Looking Statements
This communication, and any documents to which MINDBODY refers you in this communication, contains not only historical information, but also forward-looking
statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent MINDBODYs current expectations or beliefs concerning future events, including but not
limited to the expected completion and timing of the proposed transaction, expected benefits and costs of the proposed transaction, management plans and other information relating to the proposed transaction, strategies and objectives of MINDBODY
for future operations and other information relating to the proposed transaction. Without limiting the foregoing, the words believes, anticipates, plans, expects, intends,
forecasts, should, estimates, contemplate, future, goal, potential, predict, project, projection, target,
seek, may, will, could, should, would, assuming, and similar expressions are intended to identify forward-looking statements. You should read any such
forward-looking statements carefully, as they involve a number of risks, uncertainties and assumptions that may cause actual results to differ significantly from those projected or contemplated in any such forward-looking statement. Those risks,
uncertainties and assumptions include (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect MINDBODYs business and the price of the common stock of MINDBODY, (ii) the
failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the stockholders of MINDBODY and the receipt of certain regulatory approvals, (iii) the occurrence of
any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the proposed transaction on MINDBODYs business relationships,
operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction, (vi) risks related to
diverting managements attention from MINDBODYs ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against MINDBODY related to the merger agreement or the proposed transaction,
(viii) unexpected costs, charges or expenses resulting from the proposed transaction, and (ix) other risks described in MINDBODYs filings with the SEC, such as its Quarterly Reports on
Form 10-Q and
Annual Reports on
Form 10-K. Forward-looking
statements speak only as of the date of this communication or the date of any document
incorporated by reference in this document. Except as required by applicable law or regulation, MINDBODY does not assume any obligation to update any such forward-looking statements whether as the result of new developments or otherwise.