Synchronoss Technologies Inc.

02/09/2026 | Press release | Distributed by Public on 02/09/2026 07:59

Material Event (Form 8-K)

Item 8.01. Other Events.
As previously disclosed, on December 3, 2025, Synchronoss Technologies, Inc., a Delaware corporation ("Synchronoss" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Lumine Group US Holdco Inc., a Delaware corporation ("Parent"), and Skyfall Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), providing for, subject to the terms and conditions set forth in the Merger Agreement, the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms not otherwise defined herein have the meaning set forth in the Merger Agreement.
Under the terms of the Merger Agreement, at the Effective Time of the Merger (the "Effective Time"), each share of common stock, par value $0.0001 per share, of the Company ("Company Shares") issued and outstanding as of immediately prior to the Effective Time (other than Company RSAs, Dissenting Company Shares, shares held in the treasury of the Company or shares owned by Parent, Merger Sub or any of their respective subsidiaries) will be cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to $9.00 per share, minus the Company Transaction Expense Overage, if any, divided by the total number of Fully Diluted Shares (the "Merger Consideration").
On February 3, 2026, pursuant to the terms of the Merger Agreement, the Company delivered to Parent the Expected Final Company Transaction Expenses Statement. Based on the Expected Final Company Transaction Expenses Statement, there is no Company Transaction Expense Overage. As a result, the Merger Consideration is expected to be $9.00 per share. The Company expects the Merger to be consummated on February 13, 2026.
2
Synchronoss Technologies Inc. published this content on February 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 09, 2026 at 13:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]