ON24 (ONTF) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where each share will be converted into $8.10 in cash, representing a significant premium over recent trading prices.

• The board unanimously recommends approval, citing the all-cash nature, fairness opinion from Goldman Sachs, and robust negotiation process.

• If approved, the company will become a wholly owned subsidiary of the acquirer, and shares will be delisted from NYSE.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the Merger Agreement and, if necessary, a proposal to adjourn the meeting to solicit additional proxies.

• Approval requires a majority of outstanding shares; certain major shareholders have entered into voting agreements to support the merger.

• Appraisal rights are available for shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, including outreach to multiple potential acquirers.

• The board considered both positive and negative factors, including future growth potential, risks of remaining public, and the certainty of the all-cash offer.

• Post-merger, the board of the surviving corporation will be composed of the acquirer's designees.