©2022 NAVER Corp. All rights reserved.
Important Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. It does not constitute a prospectus or
prospectus equivalent document. No offering of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended.
In connection with the proposed transaction between NAVER
Corporation (“NAVER”) and Poshmark, Inc. (“Poshmark”), Poshmark
will file with the SEC a Proxy Statement, the definitive version of
which will be sent or provided to Poshmark stockholders. Poshmark
may also file other documents with the SEC regarding the proposed
transaction. This document is not a substitute for the Proxy
Statement or any other document which Poshmark or NAVER may file
with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS AND DOCUMENTS INCORPORATED BY
REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the Proxy Statement (when it is available)
and other documents that are filed or will be filed with the SEC by
Poshmark through the website maintained by the SEC at
www.sec.gov.
Participants in the Solicitation
NAVER and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from
Poshmark’s stockholders in respect of the proposed transaction and
any other matters to be voted on at the special meeting.
Information regarding Poshmark’s directors and executive officers,
including a description of their direct interests, by security
holdings or otherwise, will be included in the Proxy Statement
(when available). Poshmark stockholders may obtain additional
information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
proposed transaction, including the interests of Poshmark directors
and executive officers in the proposed transaction, which may be
different than those of Poshmark’s stockholders generally, by
reading the Proxy Statement and any other relevant documents that
are filed or will be filed with the SEC relating to the proposed
transaction. You may obtain free copies of these documents using
the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within the
meaning of the federal securities laws, including Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act. These forward-looking statements are based on NAVER’s
current expectations, estimates and projections about the expected
date of closing of the proposed transaction and the potential
benefits thereof, its business and industry, management’s beliefs
and certain assumptions made by NAVER and Poshmark, all of which
are subject to change. In this context, forward-looking statements
often address expected future business and financial performance
and financial condition, and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,”
“will,” “may,” “would,” “might,” “potentially,” “estimate,”
“continue,” “expect,” “target,” similar expressions or the
negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our
control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and
the anticipated benefits thereof. These and other forward-looking
statements, including the failure to consummate the proposed
transaction or to make or take any filing or other action required
to consummate the proposed transaction on a timely matter or at
all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors
that could cause actual results to differ materially from those
indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised
in relying on forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to:
(i) the ability of the parties to consummate the proposed
transaction in a timely manner or at all; (ii) the satisfaction (or
waiver) of closing conditions to the consummation of the proposed
transaction; (iii) potential delays in consummation the proposed
transaction; (iv) the ability of NAVER to timely and successfully
achieve the anticipated benefits of the proposed transaction; (v)
the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the merger
agreement; (vi) the impact of the COVID-19 pandemic and the current
conflict between the Russian Federation and Ukraine on NAVER’s
business and general economic conditions; (vii) NAVER’s ability to
implement its business strategy; (viii) significant transaction
costs associated with the proposed transaction; (ix) potential
litigation relating to the proposed transaction; (x) the risk that
disruptions from the proposed transaction will harm NAVER’s
business, including current plans and operations; (xi) the ability
of NAVER to retain and hire key personnel; (xii) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (xiii)
legislative, regulatory and economic developments affecting NAVER’s
business; (xiv) general economic and market developments and
conditions; (xv) the evolving legal, regulatory and tax regimes
under which NAVER operates; (xvi) potential business uncertainty,
including changes to existing business relationships, during the
pendency of the merger that could affect NAVER’s financial
performance; and (xviii) unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as NAVER’s
response to any of the aforementioned factors. These risks, as well
as other risks associated with the proposed transaction, will be
more fully discussed in the Proxy Statement to be filed with the
SEC in connection with the proposed transaction. While the list of
factors presented here is, and the list of factors presented in the
Proxy Statement will be, considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability and similar risks. The
forward-looking statements included herein are made only as of the
date hereof. NAVER does not assume any obligation to publicly
provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.