| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The
following exhibits are filed as part of this report:
Additional Information about the Proposed
Transaction and Where to Find It
This communication is being made in respect
of the proposed transaction involving HP, Prism Subsidiary Corp. and Poly, and may be deemed to be solicitation material in respect of
such transaction. A meeting of the stockholders of Poly will be announced as promptly as practicable to seek stockholder approval in connection
with the proposed transaction. Poly expects to file a proxy statement in both preliminary and definitive form and other relevant documents
with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction and the solicitation
of proxies in connection therewith. The definitive proxy statement will be sent or given to the stockholders of Poly and will contain
important information about the proposed transaction and related matters. This communication is not a substitute for the proxy statement
or any other document that may be filed or furnished by the parties with the SEC. BEFORE MAKING A VOTING DECISION, STOCKHOLDERS OF POLY
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC, CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT POLY AND THE PROPOSED TRANSACTION.
Stockholders will be able to obtain copies of the proxy statement and other relevant materials and documents filed by Poly with the SEC
(when they become available) for no charge at the SEC’s website at www.sec.gov. In addition, Poly stockholders will be able to obtain
free copies of the definitive proxy statement from Poly by contacting Poly’s Investor Relations Department at IR@poly.com or by
going to Poly’s Investor Relations page on its corporate website at https://investor.poly.com.
Participants in the Solicitation
HP, Poly and certain of their respective directors,
executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from
Poly’s stockholders in respect of the proposed transaction. Information concerning the ownership of Poly securities by Poly’s
directors, executive officers and other members of management who may, under the rules of the SEC, be considered to be participants in
the solicitation of Poly’s stockholders in connection with the proposed transaction can be found in their respective SEC filings
on Forms 3, 4, and 5, as well as in Poly’s Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders filed with the
SEC on June 14, 2021 and Annual Report on Form 10-K for the fiscal year ended April 3, 2021 filed with the SEC on May 18, 2021, in each
case as supplemented by other public filings made, and to be made, with the SEC by Poly. Information concerning HP’s directors,
executive officers and other members of management can be found in HP’s Definitive Proxy Statement for its 2022 Annual Meeting of
Stockholders filed with the SEC on February 23, 2022 and in HP’s Annual Report on Form 10-K for the fiscal year ended October 31,
2021 filed with the SEC on December 9, 2021. Other information regarding persons who may be deemed participants in the proxy solicitation,
including their respective interests by security holdings or otherwise, will be set forth in the definitive proxy statement that Poly
intends to file with the SEC. These documents can be obtained free of charge from the sources indicated above when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
This document contains statements, estimates,
projections or guidance that constitute forward-looking statements as defined under the U.S. federal securities laws about the proposed
transaction based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize
or the assumptions prove incorrect, the results may differ materially from those expressed or implied by such forward-looking statements
and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements,
including, but not limited to, statements regarding the potential transaction between HP and Poly, including any statements regarding
the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits
of the potential transaction (including anticipated accretion to earnings and free cash flow and anticipated EBITDA), future opportunities,
and any other statements regarding HP’s or Poly’s future expectations, beliefs, plans, objectives, results of operations,
financial condition and cash flows, or future events or performance. Words or phrases such as “future,” “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “plans,” “targets,”
“advances,” “commits,” “drives,” “aims,” “forecasts,” “approaches,”
“seeks,” “schedules,” “predicts,” “projects,” “will,” “would,”
“could,” “should,” “can,” “may,” “outlook,” “guidance,” “goals,”
“objectives,” “strategies,” “opportunities,” “potential,” and similar terms or expressions
are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to
certain risks, uncertainties and other factors, many of which are beyond the companies’ control and are difficult to predict. Therefore,
actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader
should not place undue reliance on these forward-looking statements, which speak only as of the date thereof. Unless legally required,
HP and Poly undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future
events or otherwise. Among the important factors that could cause actual results to differ materially from those in the forward-looking
statements include the ability to obtain the requisite Poly stockholder approval; uncertainties as to the timing to consummate the potential
transaction; the risk that a condition to closing the potential transaction may not be satisfied, including approval of the proposed
transaction by Poly’s stockholders and receipt of regulatory approvals on the terms expected or on the anticipated schedules; the
effects of disruption to HP’s or Poly’s respective businesses; the effect of this communication on HP’s or Poly’s
stock prices and Poly’s ability to retain and hire key personnel and maintain relationships with its customers, suppliers and others
with whom it does business; the effects of industry, market, economic, political or regulatory conditions outside of HP’s or Poly’s
control; HP’s ability to achieve the benefits from the proposed transaction, including its integration of the businesses and technologies;
the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed transaction
and instituted against HP or Poly; the occurrence of any events, change or other circumstance that could give rise to termination of
the merger agreement; the risk that any regulatory approval, consent or authorization that may be required or the proposed transaction
is not obtained or is obtained subject to conditions that are not expected; and unknown liabilities. Other important factors that could
cause actual results to differ materially from those in the forward-looking statements are described in HP’s filings with the SEC,
including its Annual Report on Form 10-K for the fiscal year ended October 31, 2021, as well as in Poly’s filings with the SEC,
including its Annual Report on Form 10-K for the fiscal year ended April 3, 2021 . Other unpredictable or unknown factors not discussed
in this document could also have material adverse effects on forward-looking statements.