SEC Form DEFR14A filed by Momentive Global Inc.

AMENDMENT TO THE PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS OF MOMENTIVE GLOBAL INC.

TO BE HELD ON MAY 31, 2023

This amendment, dated May 19, 2023 (this “Amendment”), amends and supplements the definitive proxy statement, dated April 27, 2023, as corrected and amended (the “Proxy Statement”), filed by Momentive Global Inc. (“Momentive”). The Proxy Statement relates to the solicitation of proxies by Momentive’s Board of Directors (the “Momentive Board”) for use at a special meeting of Momentive’s stockholders (together with any adjournment, postponement, or other delay thereof, the “special meeting”). The special meeting will be held on May 31, 2023, at 9:00 a.m., Pacific time. You may attend the special meeting via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/MNTV2023SM. You will be able to listen to the special meeting live and vote online.

The purpose of this Amendment is to provide supplemental information concerning the special meeting and the matters to be considered at the special meeting. Except as described in this Amendment, the information provided in the Proxy Statement continues to apply. All paragraph headings and page references used herein refer to the headings and pages in the Proxy Statement before any additions or deletions resulting from this Amendment or any other amendments, and certain capitalized terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. The supplemental information is identified below by bold, underlined text. Stricken-through text shows text being deleted from a referenced disclosure in the Proxy Statement. Except as described in this Amendment, the information provided in the Proxy Statement continues to apply. If information in this Amendment differs from or updates information contained in the Proxy Statement, then the information in this Amendment is more current and supersedes the different information contained in the Proxy Statement. THIS AMENDMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT AND THE PROXY STATEMENT SHOULD BE READ IN ITS ENTIRETY.

Supplemental Disclosures

Transaction Summary

The first and second paragraphs under the caption “Litigation Relating to the Merger” are amended and restated to read as follows:

As of April 27, 2023May 19, 2023, foureight complaints have been filed by purported Momentive stockholders against Momentive and the members of the Momentive Board, seeking to enjoin the merger and other relief. The complaints assert claims against all defendants under Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder for issuing Momentive’s preliminary proxy statement and Proxy Statement with allegedly false and misleading statements of material facts and omissions of material facts against the individual defendants under Section 20(a) of the Exchange Act for alleged “control person” liability with respect to such allegedly false and misleading statements of material facts and omissions of material facts. One complaint has since been voluntarily dismissed.

The defendants believe that the claims are without merit. For a more detailed description of litigation relating to the merger, see the section of this proxy statement captioned “The Merger—Litigation Relating to the Merger.”

The twenty-sixth paragraph under the caption “Background of the Merger” is amended and restated to read as follows:

On June 1, 2022, the Momentive Board received a private letter from a Momentive stockholder encouraging the Momentive Board to conduct a sale process. Subsequently, on June 4, 2022, the Momentive Board received a private email from another Momentive stockholder encouraging the Momentive Board to pursue a sale. From time to time, the Momentive Board received additional communications from Momentive stockholders inquiring about whether the Momentive Board would conduct a sale process and/or encouraging the Momentive Board to pursue a sale of Momentive. In addition, from time to time, upon request from Momentive stockholders, members of the Strategic Committee met with representatives of the stockholders, but did not disclose confidential information regarding Momentive’s consideration or exploration of a potential sale of Momentive.

The thirty-third paragraph under the caption “Background of the Merger” is amended and restated to read as follows:

On August 2829, 2022, the Strategic Committee met, with members of Momentive management and representatives of Wilson Sonsini in attendance. The Strategic Committee discussed whether to engage Qatalyst Partners to also act as financial advisor to the Company in connection with potential shareholder activism in light of outreaches from Momentive stockholders and potential future shareholder activism, including the possibility of a proxy contest at Momentive’s 2023 annual meeting of stockholders, and the additional compensation that might be payable to Qatalyst Partners in connection with such matters. The Strategic Committee directed Momentive management to discuss the terms of a potential engagement with Qatalyst Partners. The Strategic Committee also discussed illustrative timelines for a process to solicit interest in a potential strategic transaction. Following the meeting, Momentive management discussed with Qatalyst Partners the terms of a potential engagement with respect to potential shareholder activism and governance matters.

The second bullet point under the caption “Discounted Cash Flow Analysis” is amended and restated to read as follows:

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Momentive common stock as of December 31, 2022 (which is the end of Momentive’s most recent completed fiscal year and most recent balance sheet date) by:

The second paragraph and chart under the caption “Selected Transactions Analysis” are amended and restated to read as follows:

For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, (1) the implied fully diluted enterprise value of the target company (which is referred to in the chart below as the “FD Enterprise Value”), (2) the implied fully diluted enterprise value of the target company as a multiple of last-12-months’ revenue of the target company (which are referred to as the “LTM revenue multiples”), (2)(3) the implied fully diluted enterprise value of the target company as a multiple of the Analyst Projections of the next-12-months’ revenue of the target company (which are referred to as the “NTM revenue multiples”) and (3)(4) the implied fully diluted equity value of the target company as a multiple of the Analyst Projections of the next-12-months levered free cash flow of the target company (which are referred to as the “NTM LFCF multiples”).

Interests of Momentive’s Directors and Executive Officers in the Merger

The paragraph under the caption “Employment Arrangements Following the Merger” is amended and restated to read as follows:

As of the date of this proxy statementAmendment, none of Momentive’s executive officers have (1) reached an understanding on potential employment or other retention terms with the surviving corporation or with Parent or any subsidiary; or (2) entered into any definitive agreements or arrangements regarding employment or other retention with the surviving corporation or with Parent or any subsidiary to be effective following the consummation of the merger. However, prior to the effective time of the merger, Parent or any subsidiary may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of Momentive’s employees to be effective as of the effective time of the merger.

The three paragraphs under the caption “Litigation Relating to the Merger” are amended and restated to read as follows:

On April 21, 2023, a purported Momentive stockholder filed a complaint in the U.S. District Court for the Southern District of New York against the Company and the members of the Momentive Board, captioned O’Dell v. Momentive Global, Inc., et al., Case No. 23-cv-3360 (the “O’Dell Complaint”). On April 21, 2023, a purported Momentive stockholder filed a complaint in the U.S. District Court for the Northern District of California against the Company and the members of the Momentive Board, captioned Renfer v. Momentive Global, Inc., et al., Case No. 3:23-cv-01936-TLT. On April 24, 2023, a purported Momentive stockholder filed a complaint in the U.S. District Court for the Southern District of New York against the Company and the members of the Momentive Board, captioned Wang v. Momentive Global, Inc., et al., Case No. 1:23-cv-03408. On April 26, 2023, a purported Momentive stockholder filed a complaint in the U.S. District Court for the Northern District of California against the Company and the members of the Momentive Board, captioned DeVey v. Momentive Global, Inc., et al., Case No. 3:23-cv-02032. On April 28, 2023, a purported Momentive stockholder filed a complaint in the U.S. District Court for the Northern District of California against the Company and the members of the Momentive Board, captioned Bushansky v. Momentive Global, Inc., et al., Case No. 3:23-cv-02068. On May 4, 2023, a purported Momentive stockholder filed a complaint in the U.S. District Court for the Southern District of New York against the Company and the members of the Momentive Board, captioned Carew v. Momentive Global, Inc., et al., Case No. 1:23-cv-03774. On May 10, 2023, a purported Momentive stockholder filed a complaint in the U.S. District Court for the District of Delaware against the Company and the members of the Momentive Board, captioned Morgan v. Momentive Global, Inc., et al., Case No. 1:23-cv-00509. On May 10, 2023, a purported Momentive stockholder filed a complaint in the U.S. District Court for the District of Delaware against the Company and the members of the Momentive Board, captioned Wilson v. Momentive Global, Inc., et al., Case No. 1:23-cv-00510. We refer to the complaints referenced in this paragraph as the “Complaints.”

The Complaints assert claims against all defendants under Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder for issuing Momentive’s preliminary proxy statement and Proxy Statement with allegedly false and misleading statements of material facts and omissions of material facts and against the individual defendants under Section 20(a) of the Exchange Act for alleged “control person” liability with respect to such allegedly false and misleading statements of material facts and omissions of material facts. The allegations in the Complaints include that the preliminary proxy statement and Proxy Statement omitted material information regarding Momentive’s financial projections, the sale process, the analyses performed by Qatalyst Partners, potential conflicts of interest involving Qatalyst Partners, and potential conflicts of interest involving alleged Momentive insiders. The Complaints seek, among other relief, (1) to enjoin defendants from consummating the merger; (2) to rescind the merger agreement or recover damages, if the merger is completed; (3) an accounting of damages; and (4) attorneys’ fees and costs. The O’Dell Complaint has been voluntarily dismissed.

The defendants believe that the disclosures set forth in the preliminary proxy statement and Proxy Statement comply fully with all applicable laws and that the allegations contained in the Complaints are without merit. Additional lawsuits arising out of the merger may be filed in the future. No assurances can be made as to the outcome of such lawsuits or the Complaints.

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If you have any questions concerning the Special Meeting, the Proxy Statement or this Amendment, would like additional copies of the Proxy Statement or this Amendment, or need help submitting your proxy or voting your shares of common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

 

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