Synchronoss Technologies (SNCR) Proxy Filing summary

Executive summary

• A special meeting is scheduled for February 12, 2026, to vote on the proposed merger of the company with Skyfall Merger Sub Inc., a subsidiary of Lumine Group US Holdco Inc., making the company a wholly owned subsidiary of Lumine Group Inc. at $9.00 per share in cash, subject to adjustments for transaction expenses over a set cap.

• The $9.00 per share offer represents a 70% premium over the closing price on December 3, 2025, the day before the merger was announced.

• The board unanimously recommends voting in favor of the merger, the adjournment proposal (if needed), and the non-binding advisory vote on executive compensation related to the merger.

• The merger is expected to close in the first half of 2026, subject to shareholder approval and other customary closing conditions.

Voting matters and shareholder proposals

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

• The affirmative vote of a majority of outstanding shares is required to approve the merger.

• Abstentions and broker non-votes will have the same effect as a vote against the merger proposal.

• Certain shareholders, including directors and executive officers, holding about 21% of voting power, have entered into support agreements to vote in favor of the merger.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, including outreach to over 140 potential acquirers, before selecting Lumine Group's offer as the most favorable.

• The board considered financial, industry, and execution risks, and determined the all-cash offer maximized value for shareholders.

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