This Amendment No. 2 (this Amendment) to Schedule
14D-9
amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, the Schedule
14D-9)
previously filed by ConvergeOne Holdings, Inc., a Delaware corporation (ConvergeOne), with the Securities and Exchange Commission on November 21, 2018, relating to a tender offer (the
Offer) by PVKG Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of PVKG Intermediate Holdings Inc., a Delaware corporation, to acquire all of the outstanding shares of common stock of ConvergeOne, $0.0001 par value
per share (the Shares), for $12.50 per Share, to be paid to the holder in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
November 21, 2018, and the related Letter of Transmittal, each of which is contained in the Tender Offer Statement on Schedule TO, dated November 21, 2018, and may be amended or supplemented from time to time.
ConvergeOne believes that no further disclosure is required to supplement the Schedule
14D-9
under
applicable law; however, to avoid any risk that stockholder litigation, as further described in Item 8 of the Schedule
14D-9
under the heading Legal Proceedings, may delay or otherwise adversely
affect the consummation of the Offer and to minimize the expense of defending such actions, ConvergeOne is making available certain additional information (which it considers immaterial) to its stockholders in this Amendment No. 2 (excluding
the amendment to Item 5 of the Schedule
14D-9,
as described below, which amendment is solely for the purpose of providing stockholders of ConvergeOne with an update on the status of the acquisition described
therein and not in response to or as a result of any stockholder litigation). Except as otherwise set forth below, the information set forth in the
Schedule 14D-9
remains unchanged and is incorporated by
reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule
14D-9.
This Amendment is being filed to
reflect certain disclosures as set forth below.
Item 4. The Solicitation or Recommendation.
Item 4 of the Schedule
14D-9
is hereby amended by deleting the second full paragraph on page 22 of
the Schedule
14D-9
under the heading (iii) Certain Financial Projections and replacing it with the following paragraph:
The Projections were prepared by management for internal use. The Projections were not prepared with a view toward public disclosure or
with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or United States generally accepted
accounting principles (GAAP). Neither our independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information
included below, or expressed any opinion or any other form of assurance on such information or its achievability. The Projections include
non-GAAP
financial measures, which are financial measures
that are not calculated in accordance with GAAP. The
non-GAAP
financial measures in the Projections were relied upon by Raymond James, William Blair and Jefferies for purposes of their respective opinions and
by our board of directors or special transaction committee of directors in connection with its consideration of the Offer and the Merger. Financial measures provided to a financial advisor in these circumstances are excluded from the definition of
non-GAAP
financial measures for purposes of SEC rules and, therefore, are not subject to SEC rules that would otherwise require a reconciliation of a
non-GAAP
financial
measure to a GAAP financial measure. Reconciliations of the
non-GAAP
financial measures in the Projections were not relied upon by Raymond James, William Blair or Jefferies for purposes of their respective
opinions or by our board of directors or special transaction committee of directors in connection with its consideration of the Offer or the Merger. Accordingly, we have not provided a reconciliation of the
non-GAAP
financial measures included in the Projections to the relevant GAAP financial measures. These
non-GAAP
financial measures should not be viewed as a substitute
for GAAP financial measures and may be different from
non-GAAP
financial measures used by other companies. Furthermore, there are limitations inherent in
non-GAAP
financial measures because they exclude items, including charges and credits, that are required to be included in a GAAP presentation.