SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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|☐||Preliminary Proxy Statement|
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|☐||Definitive Proxy Statement|
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|☒||Soliciting Material under §240.14a-12|
VONAGE HOLDINGS CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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To Our Valued Developer Community
Today, Vonage is taking an exciting step forward in our journey to accelerate the worlds ability to connect. Earlier, we announced an agreement to be acquired by Ericsson, further accelerating our shared vision of leading and creating technology and services that are changing the world. What you build every day using the Vonage Communications Platform reflects the innovation we bring to businesses around the world and unlocks the true power of communications APIs to drive customer engagement.
Ericsson is a Swedish multinational networking and telecommunications company and one of the leading providers of Information and Communication Technology. Its offering ranges across Networks, Digital Services, Managed Services and Emerging Business, powered by 5G and IoT platforms.
Together, we will spearhead the creation of a global network and communications platform for open innovation. With Ericsson, Vonage will benefit from increased investment into R&D and even greater opportunities to create value for millions of developers worldwide by putting the power of the 4G and 5G network, along with the Vonage Communications Platform, at their fingertips, enabling the availability of advanced APIs.
Today, you build powerful solutions using Vonages APIs and developer resources through our developer portal. By joining Ericsson, we will deliver even more value and support for youour developer community. This will enable you to continue building new applications to help businesses transform how they work and engage with customers from anywhere in the world so they perform better, connect easier and enhance experiences.
The joint press release we issued today includes details on the deal.
If you have questions, please reach out to VonageFAQ@vonage.com.
Thank you for continuing to share your talent and spirit of innovation with Vonage. We look forward to providing you with even more capabilities to build the communications solutions of the future.
EVP Product & Engineering
Additional Information and Where to Find It
In connection with the proposed merger, the Company intends to file relevant materials with the Securities and Exchange Commission (the SEC), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE PROXY STATEMENT AND ANY AMENDMENTS THERETO IN THEIR ENTIRETY WHEN FILED WITH THE SEC, AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE BUSINESS TO BE CONDUCTED AT THE SPECIAL MEETING. All such documents, when filed, may be obtained free of charge at the SECs website (http://www.sec.gov) or upon request by contacting the Company, Investor Relations, via email at email@example.com. The Companys filings with the SEC are also available on the Companys website at https://ir.vonage.com/.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Companys stockholders with respect to the proposed merger. Information about the Companys directors and executive officers and their ownership of the Companys common stock is set forth in the proxy statement on Schedule 14A filed with the SEC on April 26, 2021 and the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on February 19, 2021. To the extent that such individuals holdings of the Companys common stock have changed since the amounts printed in the Companys proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the identity of the potential participants, and their direct or indirect interests in the proposed merger, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed merger.
This communication contains forward-looking statements, including statements regarding the effects of the proposed acquisition of the Company by Ericsson, that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. In addition, other statements in this communication that are not historical facts or information may be forward-looking statements. The forward-looking statements in this communication are based on information available at the time the statements are made and/or managements belief as of that time with respect to future events and involve risks and uncertainties that could cause actual results and outcomes to be materially different. Important factors that could cause such differences include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger; risks related to disruption of managements attention from the Companys ongoing business operations due to the transaction; the effect of the announcement of the proposed merger on the Companys relationships with its customers, operating results and business generally; the risk that the proposed merger will not be consummated in a timely manner; the impact of the COVID-19 pandemic; the competition we face; the expansion of competition in the cloud communications market; risks related to the acquisition or integration of businesses we have acquired; our ability to adapt to rapid changes in the cloud communications market; the nascent state of the cloud communications for business market; our ability to retain customers and attract new customers cost-effectively; developing and maintaining market awareness and a strong brand; developing and maintaining effective distribution channels; security breaches and other compromises of information security; risks associated with sales of our services to medium-sized and enterprise customers; our reliance on third-party hardware and software; our dependence on third-party vendors; system disruptions or flaws in our technology and systems; our ability to comply with data privacy and related regulatory matters; our ability to scale our business and grow efficiently; the impact of fluctuations in economic conditions, particularly on our small and medium business customers; the effects of significant foreign currency fluctuations; our ability to obtain or maintain relevant intellectual property licenses or to protect our trademarks and internally developed software; fraudulent use of our name or services; restrictions in our debt agreements that may limit our operating flexibility; our ability to obtain additional financing if required; retaining senior executives and other key employees; intellectual property and other litigation that have been and may be brought against us; rapid developments in global API regulation and uncertainties relating to regulation of VoIP services; risks associated with legislative, regulatory or judicial actions regarding our business products; reliance on third parties for our 911 services; liability under anti-corruption laws or from governmental export controls or economic sanctions; actions of activist shareholders; risks associated with the taxation of our business; governmental regulation and taxes in our international operations; our history of net losses and
ability to achieve consistent profitability in the future; our ability to fully realize the benefits of our net operating loss carry-forwards if an ownership change occurs; risks associated with the settlement and conditional conversion of our Convertible Senior Notes; potential effects the capped call transactions may have on our stock in connection with our Convertible Senior Notes; certain provisions of our charter documents; and other factors that are set forth in the Risk Factors in our Annual Report on Form 10-K and in the Companys Quarterly Reports on Form 10-Q filed with the SEC. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so except as required by law, and therefore, you should not rely on these forward-looking statements as representing the Companys views as of any date subsequent to today.