This Amendment No. 3 (this Amendment) amends and supplements the
Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the SEC) on March 3, 2021 (as hereby amended and supplemented and together with any subsequent amendments and supplements
thereto, this Schedule TO), which relates to the offer by SY Merger Sub Corporation, a Delaware corporation (Purchaser) and an indirect wholly-owned subsidiary of CLP SY Holding, LLC, a Delaware limited
liability company (Parent), to purchase for cash all outstanding shares of common stock of Synacor, Inc., a Delaware corporation (Synacor), par value $0.01 per share (the Shares), at a
purchase price of $2.20 per Share (the Offer Price), net to the seller thereof in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated as of March 3, 2021 (as it may be amended or supplemented from time to time, the Offer to Purchase), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the
Letter of Transmittal, which, together with the Offer to Purchase, collectively constitute the Offer), copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively.
This Amendment is being filed to amend and supplement the Schedule TO. Except as amended hereby to the extent specifically
provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. Capitalized terms used and not
otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.
Item 11.
Additional Information
The information set forth in Section 15 of the Offer to Purchase, entitled Certain Legal Matters;
Regulatory Approvals; Litigation, and Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by amending the subsection entitled
Certain Litigation Matters as follows (new language underlined; deleted language struck through):
Certain
Litigation Matters. On March 9, 10, 11, and 15, 2021, five lawsuits were filed by purported stockholders of Synacor each in the United States District Court for the Southern District of New York regarding the Offer and the
Merger. The lawsuits are captioned Cave v. Synacor, Inc., et al., Case No. 1:21-cv-02037 (S.D.N.Y.) (filed March 9,
2021), Delgado v. Synacor, Inc., et al., Case No. 1:21-cv-02054 (S.D.N.Y.) (filed March 10, 2021), Hammond v.
Synacor, Inc., et al., Case No. 1:21-cv-02107 (S.D.N.Y.) (filed March 11, 2021), Gontaruk v. Synacor, Inc., et al., Case No. 1:21-cv-02128 (filed March 11, 2021), and Perkins v. Synacor, Inc., et al., Case No. 1:21-cv-02250 (S.D.N.Y.) (filed March 15, 2021) (which we refer to collectively as the Complaints).
On March 16, 2021, three lawsuits were filed by purported stockholders of Synacor each in the United States District
Court for the Southern District of New York regarding the Offer and the Merger. The lawsuits are captioned Bushansky v. Synacor, Inc., et al., Case No.
1:21-cv-02268 (S.D.N.Y.), Cook v. Synacor, Inc., et al., Case No.
1:21-cv-02271 (S.D.N.Y.), and Kent v. Synacor, Inc., et al., Case No.
1:21-cv-02276 (S.D.N.Y.).
On March 17, 2021, three
lawsuits were filed by purported stockholders of Synacor in federal court, including the United States District Court for the Southern District of New York, the United States District Court for the Eastern District of New York, and the United States
District Court for the Eastern District of Pennsylvania, regarding the Offer and the Merger. The lawsuits are captioned Jones v. Synacor, Inc., et al., Case No. 1:21-cv-02320 (S.D.N.Y.), Lenahan v. Synacor, Inc., et al., Case No.
1:21-cv-01402 (E.D.N.Y.), and Waterman v. Synacor, Inc., et al., Case No. 2:21-cv-01296 (E.D. Pa.).
We collectively refer to
the complaints listed above as the Complaints.
Each of the Complaints names as defendants Synacor and each member
of the Synacor Board, and the Gontaruk Complaint and the Waterman Complaint also name Parent and Purchaser as defendants. The Complaints generally allege violations of Sections 14(e), 14(d), and 20(a) of the Exchange
Act and Rule 14d-9 promulgated thereunder and, in the case of the Cave Complaint, and the Delgado Complaint, and the
Cook Complaint, assert common law claims of breach of fiduciary duty. The Cave Complaint also asserts common law claims of aiding and abetting a breach of fiduciary duty against Synacor.
The Complaints generally allege that the Schedule 14D-9 (as filed with the SEC by
Synacor on March 3, 2021) contains materially misleading and incomplete information concerning: (i) the background and process leading up to the Offer and the Merger, including, with respect to the Cave Complaint,
certain conflicts of interest involving management; (ii) Synacors financial projections; (iii) the fairness opinion and financial analyses performed by Canaccord Genuity LLC; and (iv) in the case of
the Gontaruk Complaint, and the Perkins Complaint, the Bushansky Complaint, the Kent Complaint, and the Waterman Complaint,
communications regarding the future employment and directorship of Synacors officers and directors and merger-related benefits. Additionally, the Cave Complaint alleges that the members of the Synacor Board breached
their fiduciary