Synchronoss Technologies (SNCR) investor relations material

Executive summary

• A definitive agreement was reached for an all-cash acquisition of the company by Lumine Group at $9.00 per share, valuing the equity at approximately $116.4 million and enterprise value at $258.4 million.

• The transaction was unanimously approved by the board and is expected to close in the first half of 2026, subject to shareholder and regulatory approvals.

• Upon closing, the company will become a privately held subsidiary of Lumine Group and its shares will be delisted from Nasdaq.

• The purchase price may be adjusted downward for transaction expenses exceeding a specified threshold.

• The company expects the acquisition to accelerate growth, innovation, and market reach.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting; proxy materials will be mailed after SEC filing.

• Holders of about 21% of outstanding shares have entered into support agreements to vote in favor of the merger.

• The merger requires approval by a majority of outstanding shares and satisfaction of customary closing conditions.

• If the agreement is terminated under certain conditions, a $7.75 million termination fee may be payable.

Board of directors and corporate governance

• The board unanimously approved the merger and recommends shareholders vote in favor.

• The directors of the merger sub will become the initial directors of the surviving corporation; current officers will remain until successors are appointed.