Synchronoss Technologies (SNCR) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger in which shareholders will receive $9.00 per share in cash, representing a 70% premium to the pre-announcement closing price, subject to certain expense adjustments.

• The board unanimously recommends approval of the merger, adjournment if needed to solicit more votes, and a non-binding advisory vote on executive compensation related to the merger.

• The merger will result in the company becoming a wholly owned subsidiary of the acquirer and delisting from Nasdaq.

• The transaction is expected to close in the first half of 2026, pending shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) adjournment of the meeting if necessary, and (3) approval, on a non-binding basis, of compensation payable to named executive officers in connection with the merger.

• Approval of the merger requires a majority of outstanding shares; failure to vote or instruct a broker will count as a vote against.

• Supporting stockholders representing approximately 21% of voting power have entered into agreements to vote in favor of the merger.

• Appraisal rights are available to 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 over 140 potential acquirers.

• The board determined the merger consideration is fair and in the best interests of shareholders, citing the premium, certainty of cash, and lack of superior alternatives.

• The board received a fairness opinion from TD Cowen, which concluded the $9.00 per share cash consideration is fair from a financial point of view.

• Directors and officers have entered into support agreements and will vote their shares in favor of the merger.