Purpose of Amendment.
This Amendment No. 3 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Synacor, Inc., a Delaware corporation (the Company), filed with the United States Securities and Exchange Commission (the SEC) on March 3, 2021 (as previously amended, the
Schedule 14D-9). The Schedule 14D-9 relates to the tender offer (the Offer) made by SY Merger Sub Corporation, a Delaware corporation
(Purchaser) and an indirect, wholly-owned subsidiary of CLP SY Holding, LLC, a Delaware corporation (Parent), to purchase all of the outstanding shares of the Companys common stock, par value $0.01 per share (the
Shares), at a purchase price of $2.20 per Share, payable net to the seller in cash, without interest, subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 3, 2021, and in the related Letter of Transmittal. The Offer is described in a Tender Offer Statement on Schedule TO, filed by Parent, Purchaser, SY Holding Corporation and Centre Lane Partners V, L.P. with the SEC on
March 3, 2021.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains
unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This
Amendment is being filed to reflect certain updates as reflected below.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by inserting the disclosure set forth below after
the end of Item 8(f) of the Schedule 14D-9 with the heading entitled Legal Proceedings:
On March 16, 2021, complaints captioned Bushansky v. Synacor, Inc., et al., Case No. 1:21-cv-02268 (the Bushansky Complaint), Cook v. Synacor, Inc., et al., Case No. 1:21-cv-02271 (the
Cook Complaint), and Kent v. Synacor, Inc., et al., Case No. 1:21-cv-02276 (the Kent Complaint) were each filed in the United States
District Court for the Southern District of New York, in each case against the Company and each member of the Company Board. On March 17, 2021, a complaint captioned Jones v. Synacor, Inc., et al., Case No.
1:21-cv-02320 (the Jones Complaint), was filed in the United States District Court for the Southern District of New York, a complaint captioned Lenahan v.
Synacor, Inc., et al., Case No. 1:21-cv-01402 (the Lenahan Complaint), was filed in the United States District Court for the Eastern District of New
York, and a complaint captioned Waterman v. Synacor, Inc., et al., Case No. 2:21-cv-01296 (the Waterman Complaint and together with the Bushansky
Complaint, the Cook Complaint, the Kent Complaint, the Jones Complaint and the Lenahan Complaint, the March 16 and March 17 Complaints), was filed in the United States District Court for the Eastern District of Pennsylvania, in each
case against the Company and each member of the Company Board and, in the case of the Waterman Complaint, Purchaser and Parent.
Each of
the March 16 and March 17 Complaints was brought on behalf of a purported stockholder of the Company and generally alleges violations of Sections 14(d), 14(e), and 20(a) of the Exchange Act and Rule
14d-9 promulgated thereunder. In particular, each of the March 16 and March 17 Complaints generally alleges that the Schedule 14D-9 contains materially
misleading and incomplete information concerning: (i) the background and process leading up to the Offer and the Merger; (ii) the Companys financial projections; (iii) the fairness opinion and financial analyses performed by
Canaccord Genuity; and (iv) in the case of the Bushansky Complaint and the Kent Complaint, potential conflicts of interest of Company insiders. The Cook Complaint alleges that the members of the Company Board breached their fiduciary duties
owed to the plaintiff with respect to the Offer consideration. The Cook Complaint also contains additional allegations relating to the Offer consideration and certain deal protection devices agreed to by the Company in the Merger Agreement
The Bushansky Complaint seeks, among other things: (i) to enjoin the defendants from proceeding with, consummating or closing the Offer
and the Merger; (ii) to rescind the Offer and the Merger or recover damages in the event that the Offer and Merger are consummated; and (iii) an award of costs of bringing the lawsuit, including attorneys and experts fees.
The Cook Complaint seeks, among other things: (i) to enjoin the defendants from proceeding with, consummating or closing the Offer and the
Merger until the Company disseminates revised disclosures to the Schedule 14D-9; (ii) to rescind the Offer and the Merger or recover damages in the event that the Offer and Merger are consummated;
(iii) to direct the defendants to account to the plaintiffs for all damages sustained; and (iv) an award of costs of bringing the lawsuit, including attorneys and experts fees.