PREM14A
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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED MARCH 11 , 2024

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act Of 1934

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

EVERBRIDGE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 


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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED MARCH 11, 2024

 

LOGO

Everbridge, Inc.

25 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

To the Stockholders of Everbridge, Inc.:

You are cordially invited to attend a special meeting of stockholders (which we refer to, together with any adjournment, postponement, or other delay thereof, as the “special meeting”) of Everbridge, Inc. (which we refer to as “Everbridge”). The special meeting will be held on [●], 2024 at [●], Eastern time. You may attend the special meeting via a live interactive webcast on the internet at [●]. You will be able to listen to the special meeting live and vote online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Amended and Restated Agreement and Plan of Merger (as it may be amended from time to time), dated February 29, 2024 (which we refer to as the “merger agreement”), among Project Emerson Parent, LLC, a Delaware limited liability company (which we refer to as “Parent”), Project Emerson Merger Sub, Inc., (which we refer to as “Merger Sub”) and Everbridge, which amended and restated the Agreement and Plan of Merger, dated February 4, 2024, among Parent, Merger Sub and Everbridge (which we refer to as the “original merger agreement”). Parent and Merger Sub are affiliates of Thoma Bravo, L.P. (which we refer to as “Thoma Bravo”), a leading software investment firm and one of the largest and most experienced global private equity firms. We refer to the merger of Merger Sub (a wholly owned subsidiary of Parent) with and into Everbridge as the “merger.” At the special meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger; and a proposal for the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $35.00 in cash, without interest thereon and subject to any applicable withholding taxes, for each share of our common stock that you own (unless you have properly exercised your appraisal rights). This amount constitutes (1) a premium of approximately 47% over Everbridge’s closing share price on February 2, 2024, the last full trading day prior to the transaction announcement under the original merger agreement, and (2) a premium of approximately 62% over the volume weighted average price of Everbridge stock for the 90-day period ending February 2, 2024.

Everbridge’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement: (1) determined that the merger agreement, and the other transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Everbridge and its stockholders; and (2) approved the merger agreement and the transactions contemplated by the merger agreement, including the merger.

Everbridge’s Board of Directors recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.


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The accompanying proxy statement provides detailed information about the special meeting, the merger agreement and the merger, and the other proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The accompanying proxy statement also describes the actions and determinations of Everbridge’s Board of Directors in connection with its evaluation of the merger agreement and the merger. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

Your vote is very important, regardless of the number of shares that you own.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

 

LOGO

1407 Broadway, 27th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

On behalf of the Board of Directors of Everbridge, thank you for your support.

 

Very truly yours,

  

David Henshall

Chairman of the Everbridge Board of Directors

The accompanying proxy statement is dated [●], 2024, and, together with the enclosed form of proxy card, is first being sent to stockholders on or about [●], 2024.


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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED MARCH 11, 2024

 

LOGO

Everbridge, Inc.

25 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA WEBCAST ON [], 2024

Notice is given that a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting) of Everbridge, Inc., a Delaware corporation (which we refer to as “Everbridge”), will be held on [●], 2024, at [●], Eastern time, for the following purposes:

 

  1.

To consider and vote on the proposal to adopt the Amended and Restated Agreement and Plan of Merger (as it may be amended from time to time), dated as of February 29, 2024, between Parent, Merger Sub and Everbridge (which we refer to as the “merger agreement”), a summary of which is described in the proxy statement under the caption “The Merger Agreement”;

 

  2.

To consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger of Merger Sub with and into Everbridge (which we refer to as the “merger”); and

 

  3.

To consider and vote on any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The special meeting will be held by means of a live interactive webcast on the internet at [●]. By accessing that web address and using the control number found on your proxy card, you will be able to listen to the special meeting live and vote online. The special meeting will begin promptly at [●], Eastern time. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

Only Everbridge stockholders as of the close of business on [●], 2024, are entitled to notice of, and to vote at, the special meeting.

Everbridges Board of Directors recommends that you vote: (1) “FOR the adoption of the merger agreement; (2) “FOR the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger; and (3) “FOR the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Everbridge record stockholders or beneficial owners who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the “fair value” of their shares of our common stock (exclusive of any elements of value arising from the accomplishment or expectation of the merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving $35.00 per share in cash, without interest thereon and subject to any applicable withholding taxes, if the merger is completed, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”). To do so, an Everbridge record stockholder or


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beneficial owner must properly demand appraisal before the vote is taken on the merger agreement and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. A copy of Section 262 of the DGCL is available as a publicly available electronic resource, which may be accessed without subscription or cost, at the following hyperlink, which is incorporated in this notice by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

 

By Order of the Board of Directors,

     

David Wagner
President and Chief Executive Officer
Dated: [●], 2024
Burlington, Massachusetts


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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED MARCH 11, 2024

 

LOGO

EVERBRIDGE, INC.

PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA WEBCAST ON []

 

 

This proxy statement is dated [] and, together with the enclosed form of proxy card,

is first being sent to stockholders on or about [].


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TABLE OF CONTENTS

 

TRANSACTION SUMMARY

     1  

Introduction

     1  

Parties Involved in the Merger

     1  

Effect of the Merger

     3  

Per Share Price

     3  

The Special Meeting

     3  

Recommendation of the Everbridge Board and Reasons for the Merger

     5  

Opinion of Qatalyst Partners LP

     5  

Treatment of Equity Awards in the Merger

     6  

Employee Benefits

     8  

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

     9  

Appraisal Rights

     10  

Material U.S. Federal Income Tax Consequences of the Merger

     11  

Regulatory Approvals Required for the Merger

     12  

Financing of the Merger; Damages Commitment

     12  

The Go-Shop Period

     13  

No Solicitation of Other Acquisition Offers

     13  

Change in the Everbridge Board’s Recommendation

     14  

Conditions to the Closing of the Merger

     15  

Termination of the Merger Agreement

     16  

Termination Fees and Remedies

     17  

Delisting and Deregistration of Our Common Stock

     18  

Effect on Everbridge if the Merger is Not Completed

     18  

QUESTIONS AND ANSWERS

     19  

FORWARD-LOOKING STATEMENTS

     31  

THE SPECIAL MEETING

     33  

Date, Time and Place

     33  

Purpose of the Special Meeting

     33  

Attending the Special Meeting

     33  

Record Date; Shares Entitled to Vote; Quorum

     33  

Vote Required; Abstentions and Broker Non-Votes

     34  

Shares Held by Everbridge’s Directors and Executive Officers

     34  

Voting of Proxies

     35  

Revocability of Proxies

     35  

The Everbridge Board’s Recommendation

     36  

Adjournment

     36  

Solicitation of Proxies

     36  

Anticipated Date of Completion of the Merger

     36  

Appraisal Rights

     37  

Other Matters

     37  

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [●], 2024

     38  

Householding of Special Meeting Materials

     38  

Questions and Additional Information

     38  

THE MERGER

     39  

Parties Involved in the Merger

     39  

Effects of the Merger

     40  

Effect on Everbridge if the Merger is Not Completed

     40  

 

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Effect of the Merger on Our Outstanding Common Stock

     41  

Background of the Merger

     41  

Recommendation of the Everbridge Board and Reasons for the Merger

     60  

Opinion of Qatalyst Partners LP

     66  

Unaudited Prospective Financial Information

     74  

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

     76  

Closing and Effective Time of the Merger

     82  

Appraisal Rights

     82  

Accounting Treatment

     88  

Material U.S. Federal Income Tax Consequences of the Merger

     88  

Regulatory Approvals Required for the Merger

     91  

Financing of the Merger; Damages Commitment

     93  

Delisting and Deregistration of Our Common Stock

     93  

PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

     94  

PROPOSAL 2: APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF CERTAIN
MERGER-RELATED EXECUTIVE COMPENSATION

     95  

PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING

     96  

THE MERGER AGREEMENT

     97  

Closing and Effective Time of the Merger

     97  

Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

     98  

Conversion of Shares

     98  

Payment Agent, Exchange Fund and Exchange and Payment Procedures

     100  

Representations and Warranties

     101  

Conduct of Business Pending the Merger

     105  

No Solicitation of Other Acquisition Offers

     108  

The Everbridge Board’s Recommendation; Board Recommendation Change

     111  

Stockholder Meeting

     113  

Employee Benefits

     113  

Efforts to Close the Merger

     114  

Indemnification and Insurance

     115  

Certain Additional Covenants and Agreements

     116  

Conditions to the Closing of the Merger

     117  

Termination of the Merger Agreement

     117  

Termination Fees and Remedies

     119  

Fees and Expenses

     120  

No Third-Party Beneficiaries

     120  

Amendment, Extension and Waiver

     120  

Governing Law and Venue

     121  

Waiver of Jury Trial

     121  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     122  

FUTURE STOCKHOLDER PROPOSALS

     124  

WHERE YOU CAN FIND MORE INFORMATION

     124  

ANNEX A: AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

     A-1  

ANNEX B: OPINION OF QATALYST PARTNERS LP

     B-1  

 

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YOUR VOTE IS IMPORTANT

EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD (A PREPAID REPLY ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote by virtual ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your shares, please contact our proxy solicitor:

 

LOGO

1407 Broadway, 27th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

 

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TRANSACTION SUMMARY

Except as otherwise specifically noted in this proxy statement, “Everbridge,” “the company,” “we,” “our,” “us” and similar words refer to Everbridge, Inc., including, in certain cases, our subsidiaries. Throughout this proxy statement, the “Everbridge Board” refers to Everbridge’s Board of Directors. Throughout this proxy statement, we refer to Project Emerson Parent, LLC, as “Parent,” and Project Emerson Merger Sub, Inc., as “Merger Sub.” In addition, throughout this proxy statement we refer to the Amended and Restated Agreement and Plan of Merger (as it may be amended from time to time), dated February 29, 2024, among Parent, Merger Sub and Everbridge as the “merger agreement” and the Agreement and Plan of Merger, dated February 4, 2024, among Parent, Merger Sub and Everbridge, which was amended and restated by the merger agreement, as the “original merger agreement.”

This summary highlights selected information from this proxy statement related to the proposed merger of Merger Sub (a wholly owned subsidiary of Parent) with and into Everbridge with Everbridge surviving and continuing as a wholly owned subsidiary of Parent. We refer to this transaction as the “merger.”

This proxy statement may not contain all of the information that is important to you. To understand the merger more fully and for a complete description of its legal terms, you should carefully read this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.” A copy of the merger agreement is attached as Annex A to this proxy statement. We encourage you to read the merger agreement, which is the legal document that governs the merger, carefully and in its entirety.

Introduction

On February 29, 2024, Everbridge agreed to be acquired by an affiliate of Thoma Bravo, L.P. (which we refer to as “Thoma Bravo”), after having previously agreed to be acquired by an affiliate of Thoma Bravo pursuant to the original merger agreement on February 4, 2024. Thoma Bravo is a leading software investment firm and one of the largest and most experienced global private equity firms. If the merger is completed, each outstanding share of our common stock (subject to certain exceptions) will be converted into the right to receive $35.00 per share in cash without interest thereon and subject to applicable withholding taxes.

Parties Involved in the Merger

Everbridge

Everbridge is a global software company that empowers resilience by leveraging intelligent automation technology to enable customers to anticipate, mitigate, respond to, and recover from critical events to keep people safe and organizations running. Boston Consulting Group defines resilience as ‘a company’s capacity to absorb stress, recover critical functionality, and thrive in altered circumstances.’ During public safety threats including severe weather conditions, active shooter situations, terrorist attacks or a pandemic, as well as critical business events such as Information Technology (“IT”) outages, cyber-attacks, product recalls or supply-chain interruptions, global customers rely on our Critical Event Management (“CEM”) platform to empower their resilience and to quickly and reliably aggregate and assess threat data, locate people at risk and responders able to assist, automate the execution of pre-defined communications processes through the secure delivery to a comprehensive range of different communication channels and devices, and track progress on executing response plans. Our customers use our platform to identify and assess hundreds of different types of threats to their organizations, people, assets or brand. Our solutions enable organizations to automate and deliver intelligent, contextual messages to, and receive verification of delivery from, hundreds of millions of recipients, across multiple communications modalities such as

 

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voice, Short Message/Messaging Service and email, in several languages and dialects – all simultaneously. Our CEM platform is comprised of a comprehensive set of software applications packaged for organizations to address five core use cases, safeguarding: Business Operations, People Resilience, Digital Operations, Smart Security, and Public Safety. Our individual products address the full spectrum of tasks an organization requires to manage a critical event, including Mass Notification, Safety Connection, IT Alerting, Risk Intelligence, Public Warning, Community Engagement, Crisis Management, CareConverge, Control Center, Travel Protector, SnapComms and E911. Everbridge applications leverage our CEM platform, permitting customers to use a single contacts database, rules engine of algorithms and hierarchies, and user interface to accomplish multiple objectives. We believe that our broad suite of integrated applications delivered via a single global CEM platform is a significant competitive advantage in the resilience market for CEM solutions.

Our common stock is listed on The Nasdaq Global Market (which we refer to as the “NASDAQ”) under the symbol “EVBG.” Everbridge’s corporate offices are located at 25 Corporate Drive, Suite 400, Burlington, Massachusetts 01803, and its telephone number is (818) 230-9700.

Project Emerson Parent, LLC

Parent was formed on January 16, 2024, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Parent has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger.

Parent’s address is c/o Thoma Bravo, L.P., One Market Plaza, Spear Tower, Suite 2400, San Francisco, California 94105, and its telephone number is (415) 263-3660.

Project Emerson Merger Sub, Inc.

Merger Sub is a wholly owned subsidiary of Parent and was formed on January 16, 2024, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist and Everbridge will continue as the surviving corporation.

Merger Sub’s address is c/o Thoma Bravo, L.P., One Market Plaza, Spear Tower, Suite 2400, San Francisco, California 94105, and its telephone number is (415) 263-3660.

Thoma Bravo

Thoma Bravo is a leading private equity software investment firm and registered investment advisor.

Thoma Bravo’s address is One Market Plaza, Spear Tower, Suite 2400, San Francisco, California 94105, and its telephone number is (415) 263-3660.

Parent and Merger Sub are each affiliated with Thoma Bravo Discover Fund IV, L.P. (which we refer to as the “Thoma Bravo Fund”). In connection with the transactions contemplated by the merger agreement, the Thoma Bravo Fund has committed to capitalize Parent on the closing date of the merger (which we refer to as the “Closing”) on the terms and subject to the conditions set forth in an equity commitment letter. This amount will be sufficient to fund the aggregate purchase price and the other payments contemplated by the merger agreement (in each case, pursuant to certain terms and conditions as described further in this proxy statement under the caption “The Merger—Financing of the Merger; Damages Commitment”).

 

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Effect of the Merger

Upon the terms and subject to the conditions of the merger agreement, and in accordance with the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”), at the effective time of the merger: (1) Merger Sub will merge with and into Everbridge; (2) the separate corporate existence of Merger Sub will cease; and (3) Everbridge will continue as the surviving corporation of the merger and as a wholly owned subsidiary of Parent. Throughout this proxy statement, we use the term “surviving corporation” to refer to Everbridge as the surviving corporation following the merger.

As a result of the merger, Everbridge will cease to be a publicly traded company. If the merger is completed, you will not own any shares of capital stock of the surviving corporation as a result of the merger.

The time at which the merger becomes effective (which we refer to as the “effective time of the merger”) will occur upon the filing of a certificate of merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as Everbridge, Parent and Merger Sub may agree and specify in the certificate of merger).

Per Share Price

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, each share of our common stock that is issued and outstanding as of immediately prior to the effective time of the merger (other than shares of our common stock that are (1) held by Everbridge as treasury stock; (2) owned by Parent or Merger Sub; (3) owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub as of immediately prior to the effective time of the merger; or (4) held by stockholders who have (a) neither voted in favor of the adoption of the merger agreement or the merger nor consented thereto in writing and (b) properly demanded appraisal of such shares of our common stock pursuant to, and in accordance with, Section 262 of the DGCL (which shares of our common stock in clauses (1) – (4) we refer to collectively as the “excluded shares”)) will be automatically converted into the right to receive an amount in cash equal to $35.00, without interest thereon and less any applicable withholding taxes. We refer to this amount as the “per share price.”

At or prior to the Closing, a sufficient amount of cash will be deposited with a designated payment agent to pay the aggregate per share price. Once a stockholder has provided the payment agent with any documentation required by the payment agent, the payment agent will pay the stockholder the appropriate portion of the aggregate per share price in exchange for the shares of our common stock held by that stockholder. For more information, see the section of this proxy statement captioned “The Merger Agreement—Payment Agent, Exchange Fund, and Exchange and Payment Procedures.”

After the merger is completed, you will have the right to receive the per share price for each share of our common stock that you own, but you will no longer have any rights as a stockholder (except that our stockholders holding shares with respect to which an appropriate person has properly and validly exercised and perfected, and has not validly withdrawn or otherwise lost, their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described in the section of this proxy statement captioned “The Merger—Appraisal Rights”).

The Special Meeting

Date, Time and Place

A special meeting of our stockholders will be held on [●], 2024, at [●], Eastern time. You may attend the special meeting solely via a live interactive webcast on the internet at [●]. We refer to the special meeting, and any

 

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adjournment, postponement or other delay of the special meeting, as the “special meeting.” You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

Purpose

At the special meeting, we will ask stockholders to vote on proposals to: (1) adopt the merger agreement; (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Record Date; Shares Entitled to Vote

You are entitled to vote at the special meeting if you owned shares of our common stock as of the close of business on [●], 2024 (which we refer to as the “record date”). For each share of our common stock that you owned as of the close of business on the record date, you will have one vote on each matter submitted for a vote at the special meeting.

Quorum

As of the record date, there were [●] shares of our common stock outstanding and entitled to vote at the special meeting. The holders of the outstanding shares of capital stock representing a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote, present in person or represented by proxy, shall constitute a quorum.

Required Vote

The proposals to be voted on at the special meeting require the following votes:

 

   

Proposal 1: Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock as of the record date.

 

   

Proposal 2: Approval of the proposal to approve the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger requires the affirmative vote of a majority of the issued and outstanding shares of our common stock present in person, by remote communication, if applicable, or represented by proxy at the special meeting and entitled to vote on the proposal. This vote will be on a non-binding, advisory basis.

 

   

Proposal 3: Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the issued and outstanding shares of our common stock present in person, by remote communication, if applicable, or represented by proxy at the special meeting and entitled to vote on the proposal.

Voting and Proxies

Any stockholder of record entitled to vote at the special meeting may vote in any of the following ways:

 

   

by proxy, by returning a signed and dated proxy card (a prepaid reply envelope is provided for your convenience);

 

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by proxy, by granting a proxy electronically over the internet or by telephone (using the instructions found on the proxy card); or

 

   

by attending the special meeting and voting at the special meeting using the control number on the enclosed proxy card.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by (1) signing another proxy card with a later date and returning it prior to the special meeting; (2) submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy; (3) delivering a written notice of revocation to our Corporate Secretary; or (4) attending the special meeting and voting at the special meeting.

If you are a beneficial owner and hold your shares of our common stock in “street name” through a bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote on routine matters, but not on non-routine matters. THE PROPOSALS TO BE CONSIDERED AT THE SPECIAL MEETING ARE ALL NON-ROUTINE MATTERS, AND BANKS, BROKERS AND OTHER NOMINEES CANNOT VOTE ON THESE PROPOSALS WITHOUT YOUR INSTRUCTIONS. THEREFORE, IT IS IMPORTANT THAT YOU CAST YOUR VOTE OR INSTRUCT YOUR BANK, BROKER OR NOMINEE ON HOW YOU WISH TO VOTE YOUR SHARES.

If you hold your shares of our common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Recommendation of the Everbridge Board and Reasons for the Merger

The Everbridge Board, after considering various factors (as described in the section of this proxy statement captioned “The Merger—Recommendation of the Everbridge Board and Reasons for the Merger”): (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Everbridge and its stockholders; and (2) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger.

The Everbridge Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Opinion of Qatalyst Partners LP

Everbridge retained Qatalyst Partners to act as financial advisor to the Everbridge Board in connection with a potential transaction such as the merger and to evaluate whether the per share price of $35.00 to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Everbridge selected Qatalyst Partners to act as Everbridge’s financial advisor based on Qatalyst Partners’ extensive expertise, knowledge of the industry in which Everbridge operates and experience advising technology companies in connection with potential strategic transactions and stockholder activism. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the

 

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meeting of the Everbridge Board on February 29, 2024, Qatalyst Partners rendered to the Everbridge Board its oral opinion, subsequently confirmed in writing, to the effect that, as of February 29, 2024, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders.

The full text of Qatalyst Partners’ written opinion, dated February 29, 2024, is attached to this proxy statement as Annex B and is incorporated herein by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. Everbridge stockholders should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Everbridge Board and addresses only, based upon and subject to the various other assumptions, qualifications, limitations and other matters set forth therein, the fairness, from a financial point of view, of the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent) to such holders, and it does not address any other aspect of the merger. It does not constitute a recommendation as to how any holder of shares of Everbridge common stock should vote with respect to the merger or any other matter and does not in any manner address the price at which Everbridge common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex B.

For more information, see the section of this proxy statement captioned “Opinion of Qatalyst Partners LP” and Annex B to this proxy statement.

Treatment of Equity Awards in the Merger

The merger agreement provides that Everbridge’s equity awards that are outstanding immediately prior to the effective time of the merger will be treated in the following manner in connection with the merger. For more information, see the section of this proxy statement captioned “The Merger Agreement—Conversion of Shares—Treatment of Equity Awards; ESPP.”

Treatment of Everbridge Options

 

   

At the effective time of the merger, each outstanding Everbridge stock option (which we refer to as “Everbridge options”) that is vested, or that vests as a result of the closing of the merger (which we refer to as a “vested Everbridge option”), will be automatically cancelled and converted solely into the right to receive an amount in cash equal to (1) the total number of shares of our common stock subject to the vested Everbridge option immediately prior to the effective time of the merger multiplied by (2) the excess, if any, of the per share price over the per share exercise price of such vested Everbridge option, without interest thereon and less applicable withholding taxes.

 

   

At the effective time of the merger, each outstanding Everbridge option that is not a vested Everbridge option (which we refer to as an “unvested Everbridge option”) will be automatically cancelled and converted solely into the contingent right to receive from Parent or the surviving corporation an amount in cash (which we refer to as a “Converted Option Cash Award”) equal in value to (1) the total number of shares of our common stock subject to such unvested Everbridge option immediately prior to the effective time of the merger, multiplied by (2) the excess, if any, of the per share price over the per share exercise price of such unvested Everbridge option, without interest thereon and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each such

 

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Converted Option Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge option immediately prior to the effective time of the merger.

 

   

Any Everbridge option that has a per share exercise price that is greater than or equal to the per share price (which we refer to as an “underwater Everbridge option”) will be automatically cancelled at the effective time of the merger for no consideration or payment.

Treatment of Everbridge Restricted Stock Units

 

   

At the effective time of the merger, each outstanding Everbridge restricted stock unit subject to time-based vesting (which we refer to as “Everbridge RSUs”) that is vested but not yet settled or that vests as a result of the closing of the merger (which we refer to as a “vested Everbridge RSU”) will be automatically cancelled and converted solely into the right to receive an amount in cash equal in value to (1) the total number of shares of our common stock subject to such vested Everbridge RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest thereon and less applicable withholding taxes.

 

   

At the effective time of the merger, each outstanding Everbridge RSU that is not a vested Everbridge RSU (which we refer to an “unvested Everbridge RSU”) will be automatically cancelled and converted solely into the contingent right to receive from Parent or the surviving corporation an amount in cash (which we refer to as a “Converted RSU Cash Award”) equal to (1) the total number of shares of our common stock subject to such unvested Everbridge RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest thereon and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each Converted RSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge RSU immediately prior to the effective time of the merger, provided that terms rendered inoperable by the transactions contemplated by the transaction documents entered into in connection with the merger will no longer have any force or effect.

Treatment of Everbridge Performance-based Restricted Stock Units

 

   

At the effective time of the merger, each outstanding Everbridge performance stock unit subject to vesting on the basis of time and the achievement of performance targets (which we refer to as “Everbridge PSUs”) that is vested but not yet settled or that vests as a result of the closing of the merger (which we refer to as a “vested Everbridge PSU”) will be cancelled and converted into the right to receive an amount in cash equal in value to (1) the total number of shares of our common stock subject to such vested Everbridge PSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest and less applicable withholding taxes.

 

   

At the effective time of the merger, each outstanding Everbridge PSU that is not a vested Everbridge PSU (which we refer to as an “unvested Everbridge PSU”) will be cancelled and converted into the contingent right to receive from Parent or the surviving corporation an amount in cash (which we refer to as a “Converted PSU Cash Award”) equal to (1) the total number of shares of our common stock subject to such unvested Everbridge PSU immediately prior to the effective time of the merger based on the number of shares that the applicable unvested Everbridge PSU would settle for at target achievement of the applicable performance metrics, multiplied by (2) the per share price, without interest and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each Converted PSU Cash Award will continue to have, and will be subject to, the same vesting terms

 

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and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge PSU immediately prior to the effective time of the merger, except that in lieu of vesting based on performance metrics, 50% of each Converted PSU Cash Award will instead vest at target achievement at the end of the fiscal quarter which ends immediately after the second anniversary of the date of grant, and 50% of each Converted PSU Cash Award will vest at target achievement at the end of the fiscal quarter which ends immediately after the third anniversary of the date of grant, subject in each case to continuous service through the applicable vesting date(s), and provided that terms rendered inoperable by the transactions contemplated by the transaction documents entered into in connection with the merger will no longer have any force or effect.

Treatment of the ESPP

From the date of the original merger agreement, we have taken, or will take, all actions necessary to (1) provide that no new individuals will be permitted to enroll in our 2016 Employee Stock Purchase Plan (which we refer to as the “ESPP”); (2) make any adjustment that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; (3) not allow any increase in the amount of participants’ payroll deduction elections under the ESPP during the offering period or purchase period that is in effect as of February 4, 2024; (4) cause the exercise (as of no later than one business day prior to the date on which the effective time of the merger occurs) of each outstanding purchase right pursuant to the ESPP (but otherwise no other of our common stock under the ESPP will be issued); (5) provide that no further offering period or purchase period will commence pursuant to the ESPP, and if the effective time of the merger would otherwise occur before the end of the current purchase period under the ESPP (which we refer to as the “Current Purchase Period”), shorten the Current Purchase Period as of a specified trading day at least ten days prior to the date on which the effective time of the merger occurs; and (6) not extend the Current Purchase Period. Immediately prior to and effective as of the effective time of the merger (but subject to the consummation of the merger), we will terminate the ESPP and no further rights will be granted or exercised under the ESPP after such termination.

Employee Benefits

From and after the effective time of the merger, the surviving corporation will (and Parent will cause the surviving corporation to) honor all of our arrangements providing for compensation or employee benefits (which we refer to as “Everbridge benefit plans”) in accordance with their terms as in effect immediately prior to the effective time of the merger, provided that such Everbridge benefit plans were made available to Parent as of the date of the merger agreement, except that the surviving corporation is permitted to amend or terminate Everbridge benefit plans in accordance with their terms or if otherwise required by applicable law.

We refer to each individual who is our employee or an employee of any of our subsidiaries as of immediately prior to the effective time of the merger and who continues to be an employee of Parent or one of its subsidiaries (including the surviving corporation) immediately following the effective time of the merger as a “continuing employee.”

For the period beginning on the effective time of the merger and ending on the earlier of the one-year anniversary of such date or the date on which a continuing employee’s employment terminated (which we refer to as the “benefits period”), the surviving corporation and its subsidiaries will:

 

   

maintain employee benefits for the benefit of each continuing employee (other than defined benefit pension, retiree or post-employment welfare, equity or equity-based or other long term incentive

 

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compensation, change of control, retention, transaction bonus, or nonqualified deferred compensation arrangements (which we refer to collectively as the “excluded benefits”)) that are substantially comparable in the aggregate to those in effect at Everbridge or its subsidiaries as of February 4, 2024;

 

   

provide an annual base salary or wage rate, and target annual cash bonus opportunity that is, in each case, no less favorable than the base salary or wage rate and target annual cash bonus opportunity provided to each continuing employee as of immediately prior to the effective time of the merger, which will not, in each case, be decreased during the benefits period; and

 

   

provide to continuing employees cash severance benefits upon a qualifying termination of employment (subject to satisfying any requirements required by Parent) that are substantially the same as those provided by Everbridge and its subsidiaries as of February 4, 2024 under the Everbridge benefit plans.

At or after the effective time of the merger, Parent, the surviving corporation or any other subsidiary of Parent will use commercially reasonable efforts to cause continuing employees to receive credit for all service with Everbridge and its subsidiaries prior to the effective time of the merger, and with Parent, the surviving corporation, and any of their subsidiaries on or after the effective time of the merger, for purposes of eligibility to participate, vesting and entitlement to benefits for purposes of vacation accrual and severance pay entitlement (but not including for any excluded benefits), to the same extent such service was credited under the corresponding Everbridge benefit plan in which such continuing employee participated immediately prior to February 4, 2024.

Additionally, Parent will, or will cause the surviving corporation or any other subsidiary of Parent to, use commercially reasonable efforts to provide that:

 

   

each continuing employee will be immediately eligible to participate in any employee benefit plans sponsored by Parent and its subsidiaries (other than the excluded benefits) (which we refer to as the “New Plans”) to the extent that coverage pursuant to any New Plan replaces coverage pursuant to a comparable Everbridge benefit plan in which such continuing employee participates immediately before the effective time of the merger (which we refer to as the “Old Plans”);

 

   

for purposes of New Plans providing medical, dental, pharmaceutical, or vision benefits to any continuing employee, cause all pre-existing conditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work requirements of such New Plan to be waived for such continuing employee and his or her covered dependents, to the same extent waived under the corresponding Everbridge benefit plan;

 

   

during the plan year in which the closing of the merger occurs, cause any eligible expenses paid by such continuing employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such continuing employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such continuing employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and

 

   

any vacation or paid time off accrued but unused by a continuing employee as of immediately prior to the effective time of the merger will be credited to such continuing employee following the effective time of the merger, will not be subject to accrual limits or other forfeiture and will not limit future accruals.

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

When considering the recommendation of the Everbridge Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the

 

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merger that are different from, or in addition to, your interests as a stockholder. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by our stockholders, the Everbridge Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests include the following:

 

   

For our executive officers, the treatment of their outstanding awards of restricted stock units and options, as described in more detail in the section of this proxy statement captioned “The Merger—Interests of Everbridge’s Directors and Executive Officers in the Merger—Treatment of Equity Awards.”

 

   

For our non-employee directors, the accelerated vesting, at or immediately prior to the effective time of the merger, of Everbridge options and Everbridge RSUs, and the treatment of such equity awards, as described in more detail in the section of this proxy statement captioned “The Merger—Interests of Everbridge’s Directors and Executive Officers in the Merger—Treatment of Equity Awards.”

 

   

The entitlement of each of our executive officers to receive payments and benefits pursuant to Everbridge’s Severance Plan (which we refer to as the “Severance Plan”) if, during the period beginning immediately prior to our change in control through 12 months after our change in control, Everbridge terminates their employment with Everbridge for a reason other than “cause,” death or “disability” or they resign for “good reason,” in each case as set forth in the Severance Plan. These payments and benefits include:

 

   

a lump sum payment equal to 12 months’ base salary;

 

   

a pro rata annual bonus for the year of termination based on actual company performance;

 

   

any earned but unpaid bonus with respect to completed performance periods;

 

   

payment of Everbridge’s portion of COBRA continuation coverage premiums for up to 12 months;

 

   

acceleration of 100% of unvested time-based equity awards; and

 

   

acceleration of performance-based equity awards at the higher of target or actual performance (or, in the case of completed performance periods, actual performance).

 

   

The continued indemnification and insurance coverage for our directors and executive officers from the surviving corporation and Parent under the terms of the merger agreement.

Appraisal Rights

If the merger is consummated, our stockholders (including beneficial owners of shares of capital stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) continuously hold their applicable shares of our common stock through the effective time of the merger; (3) properly demand appraisal of their shares; (4) meet certain statutory requirements described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares of our common stock in connection with the merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that these persons will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective time of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time

 

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before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to persons seeking appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

Only a stockholder of record or a beneficial owner may submit a demand for appraisal. To exercise appraisal rights, such person must (1) submit a written demand for appraisal to Everbridge before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continue to hold of record or own beneficially the subject shares of our common stock through the effective time of the merger; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings with respect of Everbridge unless certain conditions are satisfied by the persons seeking appraisal, as described further below. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL. Pursuant to Subsection (d)(1) of Section 262 of the DGCL, this proxy statement is to include either a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. You may find an electronic copy of Section 262 of the DGCL available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated herein or therein by reference, and the actual text of Section 262 of the DGCL, the actual text of Section 262 of the DGCL controls. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the record holder of shares as to which appraisal rights are asserted, unless otherwise expressly noted herein. All references in Section 262 of the DGCL and in this summary “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, unless otherwise expressly noted.

Material U.S. Federal Income Tax Consequences of the Merger

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for such U.S. Holder’s shares of our common stock in the merger generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the merger and such U.S. Holder’s adjusted tax basis in the shares of our common stock surrendered in the merger.

A Non-U.S. Holder (as defined in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

 

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For more information, see the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.” Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the merger in light of their particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.

Regulatory Approvals Required for the Merger

Under the merger agreement, the merger cannot be completed until the waiting period (and extensions thereof, if any) applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (which we refer to as the “HSR Act”) have expired or otherwise been terminated, and all consents, approvals and filings required under certain specified foreign regulatory laws, which include filings under foreign direct investment laws (which we refer to as “FDI” laws), have been obtained or made.

Everbridge and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the Federal Trade Commission (which we refer to as the “FTC”) and the Antitrust Division of the Department of Justice (which we refer to as the “DOJ”) on February 16, 2024. Both before and after the expiration of the applicable waiting period, the FTC and the DOJ retain the authority to challenge the merger on antitrust grounds.

In addition, Parent, in coordination and consultation with Everbridge, submitted one of the specified FDI filings on March 8, 2024. The parties intend to submit the other specified FDI filings as soon as is reasonably practicable.

Financing of the Merger; Damages Commitment

The transactions contemplated by the merger agreement, including the payment of consideration due to our stockholders and the holders of our equity awards under the merger agreement, the repayment or refinancing of certain indebtedness of Everbridge, including payments of all amounts required to be paid in connection with the merger pursuant to (a) the Indenture, dated as of December 13, 2019, by and between Everbridge and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the “2024 Convertible Notes Indenture”) and the 0.125% convertible senior notes due 2024 issued pursuant thereto (the “2024 Convertible Notes”) and (b) the Indenture, dated as of March 11, 2021, by and between Everbridge and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the “2026 Convertible Notes Indenture” and together with the 2024 Convertible Notes Indenture, the “Indentures”) and the 0% convertible senior notes due 2026 issued pursuant thereto (the “2026 Convertible Notes” and together with the 2024 Convertible Notes, the “Convertible Notes”) and the payment of all related fees and expenses, will be funded with the proceeds of committed equity financing, as further described below.

Pursuant to an amended and restated equity commitment letter (which we refer to as the “equity commitment letter” and which amends and restates in its entirety the equity commitment letter entered into by Parent and the Thoma Bravo Fund on February 4, 2024 (the “original equity commitment letter”)), the Thoma Bravo Fund has committed to capitalize Parent on the Closing on the terms and subject to the conditions set forth in the equity commitment letter. Pursuant to the equity commitment letter, the Thoma Bravo Fund also agreed to fund the due, punctual and complete payment of certain of the liabilities and obligations of Parent or Merger Sub under the merger agreement plus amounts in respect of certain reimbursement obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by Everbridge, as specified in the merger agreement. For more information, see the section of this proxy statement captioned “The Merger—Financing of the Merger; Damages Commitment.”

Settlement of conversions or repurchases of our issued and outstanding convertible notes will be handled by Parent and the surviving corporation after the Closing.

 

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For more information, see the section of this proxy statement captioned “The Merger—Financing of the Merger; Damages Commitment.”

The Go-Shop Period

Under the original merger agreement, during the period beginning on February 4, 2024 and continuing until 11:59 p.m. Eastern time on February 29, 2024 (the “go-shop period”), Everbridge and its subsidiaries and respective representatives had the right to, among other things: (i) solicit, initiate, propose, induce the making or submission of, encourage or facilitate in any way any offer or proposal, in each case, from any person (or their representatives) that has contacted Everbridge or Qatalyst Partners, or Everbridge or Qatalyst Partners otherwise had material conversations or discussions with, in each case, regarding a potential acquisition proposal within the six months prior to the date of the original merger agreement (which we refer to as the “specified parties”) that had entered into an acceptable confidentiality agreement (as defined in the section of this proxy statement captioned “The Merger Agreement—No Solicitation of Other Acquisition Offers”) that constituted, or could reasonably be expected to have led to, an acquisition proposal (as defined in the section of this proxy statement captioned “The Merger Agreement—No Solicitation of Other Acquisition Offers”), including by providing information (including non-public information and data) relating to Everbridge and its subsidiaries and affording access to such information or any personnel of Everbridge and its subsidiaries to any such specified party; and (ii) continue, enter into, engage in or otherwise participate in any discussions or negotiations with any person regarding any acquisition proposal, and cooperate with or assist or participate in, or facilitate in any way, any such inquiries, offers, proposals, discussions or negotiations or any effort or attempt to make any acquisition proposals or other proposals that could reasonably have been expected to lead to acquisition proposals, including by granting a waiver, amendment or release under any pre-existing “standstill” or other similar provision to the extent necessary to allow for an acquisition proposal or amendment to an acquisition proposal to be made by a specified party confidentially to Everbridge or to the Everbridge Board.

No Solicitation of Other Acquisition Offers

From the date of the merger agreement until the effective time of the merger (or the earlier termination of the merger agreement) Everbridge agreed to, and agreed to (1) cause its subsidiaries and its executive officers and directors, (2) instruct its legal and financial advisors and (3) use reasonable best efforts to cause each of its representatives to, in each case, (i) cease and cause to be terminated any discussions or negotiations with any person prohibited by the merger agreement, and (ii) terminate any data room access (or other access to diligence) granted to any such person and its representatives.

In particular, under and subject to the terms of the merger agreement, from the date of the merger agreement and continuing until the earlier to occur of the effective time of the merger or the termination of the merger agreement, Everbridge, its subsidiaries, and their respective directors and executive officers, will not, and Everbridge will not authorize or direct any of its and its subsidiaries’ other employees, consultants or other representatives to, directly or indirectly:

 

   

solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal that constitutes, or is reasonably expected to lead to, an acquisition proposal;

 

   

furnish to any person or group (other than Parent, Merger Sub or any of their respective representatives) any non-public information relating to Everbridge or any of its subsidiaries or afford to any person or group (other than Parent, Merger Sub or any of their respective representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Everbridge or any of its subsidiaries, in any such case in connection with any acquisition proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage,

 

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facilitate or assist, an acquisition proposal or the making of any proposal that would reasonably be expected to lead to an acquisition proposal;

 

   

knowingly participate, facilitate, or engage in discussions or negotiations, with any person or group with respect to an acquisition proposal or with respect to any inquiries from third persons relating to the making of an acquisition proposal, subject to certain exceptions under the merger agreement;

 

   

approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an acquisition proposal;

 

   

enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an acquisition transaction, other than an acceptable confidentiality agreement (we refer to any of these as an “alternative acquisition agreement”); or

 

   

authorize or commit to do any of the foregoing.

However, prior to the adoption of the merger agreement by our stockholders, Everbridge and the Everbridge Board (or a committee thereof) may, directly or indirectly through one or more of their representatives (including its financial advisor), (1) participate or engage in discussions or negotiations with; (2) subject to an acceptable confidentiality agreement, (a) furnish any non-public information relating to Everbridge or any of its subsidiaries or (b) afford access to the business, properties, assets, books, records or other non-public information or to any personnel, of Everbridge or any of its subsidiaries to; or (3) otherwise facilitate the making of a superior proposal by, in each case, any person or group or their respective representatives that has made, renewed or delivered to Everbridge an acquisition proposal after the date of the merger agreement that was not solicited in material breach of the applicable restrictions. Everbridge and the Everbridge Board (or a committee thereof) may only take the foregoing actions if the Everbridge Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (A) such acquisition proposal either constitutes a superior proposal or is reasonably likely to lead to a superior proposal; and (B) the failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law.

Everbridge is not entitled to terminate the merger agreement to enter into an agreement for a superior proposal unless it complies with certain procedures in the merger agreement, including engaging in good faith negotiations with Parent during a specified period. If Everbridge terminates the merger agreement in order to accept a superior proposal from a third party, it must pay a termination fee to Parent. For more information, see the section of this proxy statement captioned “The Merger Agreement—No Solicitation of Other Acquisition Offers.”

Change in the Everbridge Board’s Recommendation

The Everbridge Board may not withdraw its recommendation that our stockholders adopt the merger agreement or take certain similar actions other than, under certain circumstances, if it (or a committee of the Everbridge Board) determines in good faith, after consultation with its financial advisor and outside legal counsel, that failure to do so would reasonably be expected to be inconsistent with the Everbridge Board’s fiduciary duties pursuant to applicable law and the Everbridge Board (or a committee thereof) complies in all material respects with the terms of the merger agreement.

Moreover, the Everbridge Board cannot withdraw its recommendation that our stockholders adopt the merger agreement or take certain similar actions unless it complies with certain procedures in the merger agreement, including engaging in good faith negotiations with Parent during a specified period. If Everbridge or Parent terminates the merger agreement under certain circumstances, including because the Everbridge Board withdraws its recommendation that our stockholders adopt the merger agreement, then Everbridge must pay to Parent a termination fee. For more information, see the section of this proxy statement captioned “The Merger Agreement—The Everbridge Board’s Recommendation; Board Recommendation Change.”

 

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Conditions to the Closing of the Merger

The respective obligations of Parent, Merger Sub and Everbridge, as applicable, to consummate the merger are subject to the satisfaction or waiver (where permitted by applicable law) at or prior to the effective time of the merger of certain conditions, including the following:

 

   

the adoption of the merger agreement by the requisite affirmative vote of our stockholders holding a majority of the issued and outstanding shares of our common stock;

 

   

the expiration or termination of the waiting periods, if any, applicable to the merger pursuant to the HSR Act; and the absence of any agreement with any governmental authority not to consummate the merger, including any agreement with any governmental authority to stay, toll or extend any applicable waiting period;

 

   

all consents, approvals and filings required under certain specified FDI laws shall have been obtained or made, and all waiting periods (including any extensions thereof) (including any timing agreements with applicable governmental authorities) relating to the execution, delivery and performance of the merger agreement and the consummation of the merger shall have expired or otherwise been terminated under any such laws; and

 

   

the absence of (1) any order issued by any governmental authority of competent jurisdiction or (2) any law applicable to the merger, that in the case of each of the foregoing clauses (1) or (2), prohibits or makes illegal the consummation of the merger.

In addition, the obligations of Parent and Merger Sub to consummate the merger are subject to the satisfaction or waiver (where permitted by applicable law) at or prior to the effective time of the merger of each of the following additional conditions, any of which may be waived exclusively by Parent:

 

   

the accuracy of the representations and warranties of Everbridge set forth in the merger agreement, subject to applicable materiality or other qualifiers, as of the Closing or the date in respect of which such representation or warranty was specifically made;

 

   

Everbridge having performed and complied in all material respects with all covenants in the merger agreement required to be performed and complied with by it at or prior to the Closing;

 

   

receipt by Parent and Merger Sub of a customary closing certificate of Everbridge; and

 

   

the absence of any Company Material Adverse Effect (as defined in the section of this proxy statement captioned “The Merger Agreement—Representations and Warranties”) having occurred after the date of the merger agreement that is continuing.

In addition, the obligations of Everbridge to consummate the merger are subject to the satisfaction or waiver (where permitted by applicable law) at or prior to the effective time of the merger of each of the following additional conditions, any of which may be waived exclusively by Everbridge:

 

   

the accuracy of the representations and warranties of Parent and Merger Sub set forth in the merger agreement, subject to applicable materiality or other qualifiers, as of the effective time of the merger or the date in respect of which such representation or warranty was specifically made;

 

   

Parent and Merger Sub having performed and complied in all material respects with all covenants in the merger agreement required to be performed and complied by Parent and Merger Sub at or prior to the Closing; and

 

   

the receipt by Everbridge of a customary closing certificate of Parent and Merger Sub.

 

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Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the adoption of the merger agreement by our stockholders (except as otherwise provided in the merger agreement), in the following circumstances:

 

   

by mutual written agreement of Everbridge and Parent;

 

   

by either Everbridge or Parent if:

 

   

any governmental authority of competent jurisdiction issues any order that has become final and non-appealable that, in each case, enjoins or prohibits the consummation of the merger, except that the right to terminate will not be available to any party that has failed to comply with certain covenants set forth in the merger agreement and such party’s failure to comply with such covenants has been the primary cause of, or primarily resulted in, such order;

 

   

the merger has not been consummated by 11:59 p.m., Eastern time, on August 4, 2024 (which we refer to as the “termination date”), except that if as of the termination date, the relevant waiting periods or required consents or clearance required under the HSR Act or certain specified FDI laws have not been obtained, the termination date will automatically be extended to 11:59 p.m., Eastern time, on November 4, 2024; or

 

   

our stockholders do not adopt the merger agreement at the special meeting, except that a party may not terminate the merger agreement pursuant to this provision if such party’s action or failure to act constitutes a breach of the merger agreement and is the primary cause of, or primarily resulted in, the failure to obtain the approval of our stockholders at the special meeting;

 

   

by Everbridge if:

 

   

subject to a 45-day cure period, Parent or Merger Sub has breached or failed to perform in any material respect any of its respective representations, warranties or covenants in the merger agreement such that the related closing condition would not be satisfied;

 

   

prior to the adoption of the merger agreement by our stockholders: (1) Everbridge has received a superior proposal as defined in the section of this proxy statement captioned “The Merger Agreement—No Solicitation of Other Acquisition Offers;” (2) the Everbridge Board (or a committee thereof) has authorized Everbridge to enter into an alternative acquisition agreement to consummate the acquisition transaction contemplated by that superior proposal; (3) Everbridge has complied in all material respects with its covenants under the merger agreement with respect to such superior proposal; and (4) Everbridge pays Parent or its designee the applicable termination fee; or

 

   

(1) certain of the closing conditions set forth in the merger agreement have been and continue to be satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or waived; (2) Parent and Merger Sub fail to consummate the Closing as required; (3) Everbridge has notified Parent in writing that if Parent performs its obligations under the merger agreement and the equity financing is funded in accordance with the equity commitment letter, then Everbridge stands ready, willing and able to consummate the Closing; (4) Everbridge gives Parent written notice at least two business days prior to such termination stating Everbridge’s intention to terminate the merger agreement; and (5) the Closing has not been consummated by the end of such two business day period; and

 

   

by Parent if:

 

   

subject to a 45-day cure period, Everbridge has breached or failed to perform in any material respect any of its representations, warranties or covenants in the merger agreement such that the related closing condition would not be satisfied; or

 

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prior to receiving the requisite stockholder approval, the Everbridge Board (or a committee thereof) has effected an Everbridge Board recommendation change (as defined in the section of this proxy statement captioned “The Merger Agreement—The Everbridge Board’s Recommendation; Board Recommendation Change”) (except that Parent’s right to terminate in such instance will expire at 5:00 p.m., Eastern time, on the tenth business day following the date on which such right to terminate first arose).

Termination Fees and Remedies

The merger agreement contains certain termination rights for Everbridge and Parent. Upon valid termination of the merger agreement under specified circumstances, Everbridge has agreed to pay Parent (or its designee) a termination fee of $50,000,000. Specifically, this termination fee will be payable by Everbridge to Parent if the merger agreement is terminated:

 

   

by Everbridge if (1) Everbridge has received a superior proposal, (2) the Everbridge Board authorizes the acceptance of a superior proposal and (3) Everbridge has complied in all material respects with its obligations under the alternative solicitation provisions in the merger agreement; or

 

   

by Parent if the Everbridge Board changes its recommendation with respect to the merger.

The termination fee will also be payable by Everbridge if:

 

   

the merger agreement is terminated (1) because the merger is not completed by the termination date at a time when our stockholders have not adopted the merger agreement at the special meeting; (2) because of Everbridge’s failure to obtain the required approval of our stockholders; or (3) subject to a 45-day cure period, because Everbridge breaches or fails to perform in any material respect any of its representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied;

 

   

at the time of such termination, Parent is in compliance with certain conditions under the merger agreement;

 

   

following the execution and delivery of the merger agreement and prior to the termination of the merger agreement, an acquisition proposal has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and

 

   

Everbridge subsequently consummates, or enters into a definitive agreement providing for (and such acquisition proposal is subsequently consummated at any time), a transaction involving the acquisition of at least 50.1% of its stock or assets within one year of such termination.

Upon valid termination of the merger agreement under specified circumstances, Parent has agreed to pay Everbridge (or its designee) a termination fee of $124,000,000. Specifically, this termination fee will be payable by Parent to Everbridge if the merger agreement is terminated by Everbridge (or by Parent after such time as Everbridge has complied with the respective requirements of, and thus at such time had the right to terminate the merger agreement pursuant to the following termination provisions):

 

   

because Parent or Merger Sub has breached or failed to perform in any material respect any of its respective representations, warranties or covenants in the merger agreement such that the related closing condition would not be satisfied, which termination right is subject to a 45-day cure period; or

 

   

because (1) certain of the closing conditions set forth in the merger agreement have been and continue to be satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or waived; (2) Parent and Merger Sub fail to consummate the Closing as required; (3) Everbridge has notified Parent in writing that if Parent

 

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performs its obligations under the merger agreement and the equity financing is funded in accordance with the equity commitment letter, then Everbridge stands ready, willing and able to consummate the Closing; (4) Everbridge gives Parent written notice at least two business days prior to such termination stating Everbridge’s intention to terminate the merger agreement; and (5) the Closing has not been consummated by the end of such two business day period.

Neither Everbridge nor Parent is required to pay its termination fee on more than one occasion. The merger agreement also provides that Everbridge, on the one hand, or Parent and Merger Sub, on the other hand, may specifically enforce the obligations under the merger agreement, except that Everbridge may only cause Parent and Merger Sub to consummate the merger, and Parent to cause the equity financing to be funded pursuant to the equity commitment letter, if certain conditions are satisfied. Subject to limited exceptions, Parent’s and Merger Sub’s aggregate liability for monetary damages for breaches of the merger agreement are capped at $124,000,000, plus certain reimbursement obligations and enforcement expenses (which we refer to as the “parent liability limitation”), and Everbridge’s liability for monetary damages for breaches of the merger agreement is capped at $50,000,000, plus any enforcement expenses (which we refer to as the “company liability limitation”).

Delisting and Deregistration of Our Common Stock

If the merger is completed, our common stock will no longer be traded on NASDAQ and will be deregistered under the Securities Exchange Act of 1934 (which we refer to as the “Exchange Act”). We will no longer be required to file periodic reports, current reports and proxy and information statements with the Securities and Exchange Commission (which we refer to as the “SEC”) on account of our common stock.

Effect on Everbridge if the Merger is Not Completed

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead: (1) Everbridge will remain an independent public company; (2) our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC.

 

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

 

Q:

Why am I receiving these materials?

 

A:

On March 1, 2024, we announced that Everbridge entered into the merger agreement, following our prior announcement on February 5, 2024, that Everbridge had entered into the original merger agreement as of February 4, 2024. Under the merger agreement, Parent will acquire Everbridge for $35.00 in cash per share of our common stock, without interest thereon and subject to any applicable withholding taxes. In order to complete the merger, our stockholders representing a majority of the voting power of all issued and outstanding shares of our common stock as of the record date must vote to adopt the merger agreement at the special meeting. This approval is a condition to the consummation of the merger. See the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger.” The Everbridge Board is furnishing this proxy statement and form of proxy card to the holders of shares of our common stock in connection with the solicitation of proxies of our stockholders to be voted at the special meeting.

This proxy statement, which you should read carefully, contains important information about the merger, the merger agreement, the special meeting and the matters to be voted on at the special meeting. The enclosed materials allow you to submit a proxy to vote your shares of our common stock without attending the special meeting and to ensure that your shares of our common stock are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, we encourage you to submit a proxy as soon as possible.

 

Q:

What is the proposed merger and what effects will it have on Everbridge?

 

A:

The proposed merger is the acquisition of Everbridge by Parent. If the proposal to adopt the merger agreement is approved by our stockholders and the other closing conditions under the merger agreement are satisfied or waived, Merger Sub will merge with and into Everbridge, with Everbridge continuing as the surviving corporation. As a result of the merger, Everbridge will become a wholly owned subsidiary of Parent, and our common stock will no longer be publicly traded and will be delisted from NASDAQ. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

 

Q:

What will I receive if the merger is completed?

 

A:

Upon completion of the merger, you will be entitled to receive $35.00 in cash (subject to certain exceptions), without interest and less any applicable withholding taxes, for each share of our common stock that you own, unless you have properly exercised, and not validly withdrawn or subsequently lost, your appraisal rights under the DGCL, and certain other conditions under the DGCL are satisfied. For example, if you own 100 shares of our common stock, you will receive $3,500 in cash in exchange for your shares of our common stock, without interest thereon and subject to any applicable withholding taxes.

 

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Q:

How does the per share price compare to the market price of Everbridge’s common stock?

 

A:

This amount constitutes (1) a premium of approximately 47% over Everbridge’s closing share price on February 2, 2024, the last full trading day prior to the transaction announcement under the original merger agreement, and (2) a premium of approximately 62% over the volume weighted average price of our common stock for the 90-day period ending February 2, 2024.

 

Q:

What will happen to Everbridge options, Everbridge RSUs and Everbridge PSUs?

 

A:

Generally speaking, Everbridge options, Everbridge RSUs and Everbridge PSUs will be treated as follows:

 

   

At the effective time of the merger, each vested Everbridge option will be automatically cancelled and converted solely into the right to receive an amount in cash equal to (1) the total number of shares of our common stock subject to the vested Everbridge option immediately prior to the effective time of the merger, multiplied by (2) the excess, if any, of the per share price over the per share exercise price of such vested Everbridge option, without interest thereon and less applicable withholding taxes.

 

   

At the effective time of the merger each unvested Everbridge option will be automatically cancelled and converted solely into the contingent right to receive from Parent or the surviving corporation a Converted Option Cash Award equal in value to (1) the total number of shares of our common stock subject to such unvested Everbridge option immediately prior to the effective time of the merger, multiplied by (2) the excess, if any, of the per share price over the per share exercise price of such unvested Everbridge option, without interest thereon and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each such Converted Option Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge option immediately prior to the effective time of the merger.

 

   

Any underwater Everbridge option will be automatically cancelled at the effective time of the merger for no consideration or payment.

 

   

At the effective time of the merger each vested Everbridge RSU will be cancelled and converted into the right to receive an amount in cash equal in value to (1) the total number of shares of our common stock subject to such vested Everbridge RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, less applicable withholding taxes.

 

   

At the effective time of the merger, each unvested Everbridge RSU will be cancelled and converted into the contingent right to receive from Parent or the surviving corporation a Converted RSU Cash Award equal to (1) the total number of shares of our common stock subject to such unvested Everbridge RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, less applicable withholding taxes. Except as otherwise provided in the merger agreement, each Converted RSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge RSU immediately prior to the effective time of the merger, provided that terms rendered inoperable by the transactions contemplated by the transaction documents entered into in connection with the merger will no longer have any force or effect.

 

   

At the effective time of the merger, each vested Everbridge PSU will be automatically cancelled and converted into solely the right to receive an amount in cash equal in value to (1) the total number of shares of our common stock subject to such vested Everbridge PSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest thereon and less applicable withholding taxes.

 

   

At the effective time of the merger, each unvested Everbridge PSU will be automatically cancelled and converted solely into the contingent right to receive from Parent or the surviving corporation a Converted PSU Cash Award equal to (1) the total number of shares of our common stock subject to

 

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such unvested Everbridge PSU immediately prior to the effective time of the merger based on the number of shares that the applicable unvested Everbridge PSU would settle for at target achievement of the applicable performance metrics, multiplied by (2) the per share price, without interest thereon and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each Converted PSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge PSU immediately prior to the effective time of the merger, except that in lieu of vesting based on performance metrics, 50% of each Converted PSU Cash Award will instead vest at target achievement at the end of the fiscal quarter which ends immediately after the second anniversary of the date of grant, and 50% of each Converted PSU Cash Award will vest at target achievement at the end of the fiscal quarter which ends immediately after the third anniversary of the date of grant, subject in each case to continuous service through the applicable vesting date(s), and provided that terms rendered inoperable by the transactions contemplated by the transaction documents entered into in connection with the merger will no longer have any force or effect.

 

Q:

What will happen to the ESPP?

 

A:

From the date of the original merger agreement, we have taken, or will take, all actions necessary to (1) provide that no new individuals will be permitted to enroll in the ESPP; (2) make any adjustment that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; (3) not allow any increase in the amount of participants’ payroll deduction elections under the ESPP during the offering period or purchase period that is in effect as of February 4, 2024; (4) cause the exercise (as of no later than one business day prior to the date on which the effective time of the merger occurs) of each outstanding purchase right pursuant to the ESPP (but otherwise no other of our common stock under the ESPP will be issued); (5) provide that no further offering period or purchase period will commence pursuant to the ESPP, and if the effective time of the merger would otherwise occur before the end of the Current Purchase Period, shorten the Current Purchase Period as of a specified trading day at least ten days prior to the date on which the effective time of the merger occurs; and (6) not extend the Current Purchase Period. Immediately prior to and effective as of the effective time of the merger (but subject to the consummation of the merger), we will terminate the ESPP and no further rights will be granted or exercised under the ESPP after such termination.

 

Q:

What am I being asked to vote on at the special meeting?

 

A:

You are being asked to vote on the following proposals:

 

   

to adopt the merger agreement pursuant to which Merger Sub will merge with and into Everbridge and Everbridge will become a wholly owned subsidiary of Parent;

 

   

to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and

 

   

to approve the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

 

Q:

When and where is the special meeting?

 

A:

The special meeting will take place on [●], 2024, at [●], Eastern time. You may attend the special meeting via a live interactive webcast on the Internet at [●]. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

 

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Q:

Who is entitled to vote at the special meeting?

 

A:

All of our stockholders as of the close of business on [●], 2024, which is the record date for the special meeting, are entitled to vote their shares of our common stock at the special meeting. As of the close of business on the record date, there were [●] shares of our common stock outstanding and entitled to vote at the special meeting. Each share of our common stock outstanding as of the record date is entitled to one vote per share on each matter properly brought before the special meeting.

 

Q:

What vote is required to approve the proposal to adopt the merger agreement?

 

A:

The affirmative vote of the holders of a majority of the issued and outstanding shares of common stock of Everbridge as of the record date is required to adopt the merger agreement.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

 

Q:

What vote is required to approve (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger; and (2) the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting?

 

A:

Approval of the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger requires the affirmative vote of a majority of the issued and outstanding shares of our common stock present in person, by remote communication, if applicable, or represented by proxy at the special meeting and entitled to vote on the proposal.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the issued and outstanding shares of our common stock present in person, by remote communication, if applicable, or represented by proxy at the special meeting and entitled to vote on the proposal.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote at the special meeting will not have any effect on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger, or the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except to the extent that such failure affects obtaining a quorum at the meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on these proposals, except to the extent that such failure affects obtaining a quorum at the meeting. In all cases, abstentions will have the same effect as a vote “AGAINST” these proposals.

 

Q:

What do I need to do now?

 

A:

We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that we refer to or incorporate by reference in this proxy statement carefully and consider how the merger affects you.

 

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Then, even if you expect to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience), or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card), so that your shares can be voted at the special meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

 

Q:

How does the Everbridge Board recommend that I vote?

 

A:

The Everbridge Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

 

Q:

What happens if the merger is not completed?

 

A:

If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead: (1) Everbridge will remain an independent public company; (2) our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC.

In specified circumstances in which the merger agreement is terminated, Everbridge has agreed to pay Parent (or its designee) a termination fee.

For more information, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees and Remedies.”

 

Q:

What is the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger?

 

A:

The compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger is certain compensation that is tied to or based on the merger and payable to certain of Everbridge’s named executive officers pursuant to underlying plans and arrangements that are contractual in nature. Compensation that will or may become payable by Parent or its affiliates (including, following the consummation of the merger, the surviving corporation) to our named executive officers in connection with or following the merger is not subject to this advisory vote. For further information, see the section of this proxy statement captioned “Proposal 2: Approval, on a Non-Binding, Advisory Basis, of Certain Merger-Related Executive Compensation.”

 

Q:

Why am I being asked to cast a vote to approve the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger?

 

A:

Everbridge is required to seek approval, on a non-binding, advisory basis, of compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger. Approval of the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger is not required to consummate the merger.

 

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Q:

What will happen if Everbridge’s stockholders do not approve the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger?

 

A:

Approval of the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger is not a condition to consummation of the merger. This is an advisory vote and will not be binding on Everbridge or Parent. The underlying plans and arrangements providing for such compensation are contractual in nature and are not, by their terms, subject to stockholder approval.

Accordingly, if the merger agreement is adopted by our stockholders and the merger is consummated, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger will or may be paid to Everbridge’s named executive officers even if our stockholders do not approve such compensation.

 

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

A:

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, to be the “stockholder of record.” If you are a stockholder of record, this proxy statement and your proxy card have been sent directly to you by or on behalf of Everbridge. As a stockholder of record, you may attend the special meeting and vote your shares at the special meeting using the control number on the enclosed proxy card.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of our common stock held in “street name.” If you are a beneficial owner of shares of our common stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

 

Q:

If my broker holds my shares in “street name,” will my broker automatically vote my shares for me?

 

A:

No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the special meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instruction, your shares will not be counted for the purpose of obtaining a quorum or voted on the proposals, which will have the same effect as if you voted “AGAINST” adoption of the merger agreement, but will have no effect on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger or the adjournment proposal.

 

Q:

How may I vote?

 

A:

If you are a stockholder of record (that is, if your shares of our common stock are registered in your name with Computershare Trust Company, N.A., our transfer agent), there are four ways to vote:

 

   

by signing, dating and returning the enclosed proxy card (a prepaid reply envelope is provided for your convenience);

 

   

by visiting the internet address on your proxy card;

 

   

by calling the toll-free (within the United States or Canada) phone number on your proxy card; or

 

   

by attending the special meeting and voting at the special meeting using the control number on the enclosed proxy card.

 

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The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of our common stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the special meeting, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a stockholder of record or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of our common stock at the special meeting even if you have previously voted by proxy. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or nominee. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

 

Q:

May I attend the special meeting and vote at the special meeting?

 

A:

Yes. You may attend the special meeting via a live interactive webcast on the internet at [●]. You will be able to listen to the special meeting live and vote online. The special meeting will begin at [●], Eastern time, on [●], 2024. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). As the special meeting is virtual, there will be no physical meeting location.

Even if you plan to attend the special meeting, to ensure that your shares will be represented at the special meeting, we encourage you to sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy previously submitted.

If, as of the record date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or voted at the meeting, which will have the same effect as voting against the adoption of the merger agreement.

 

Q:

Why did Everbridge choose to hold a virtual special meeting?

 

A:

The Everbridge Board decided to hold the special meeting virtually in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from virtually any location around the world, at no cost. However, you will bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. We believe this is the right choice for a company with a global footprint. A virtual special meeting makes it possible for more

 

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  stockholders (regardless of size, resources or physical location) to have direct access to information, while saving us and our stockholders time and money. We also believe that the online tools that we have selected will increase stockholder communication. We remain very sensitive to concerns that virtual meetings may diminish stockholder voice or reduce accountability. Accordingly, we have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication.

 

Q:

What is a proxy?

 

A:

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of our common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of our common stock is called a “proxy card.” You may follow the instructions on the proxy card to designate a proxy by telephone or by the Internet in the same manner as if you had signed, dated and returned a proxy card. David Wagner and David Rockvam, each with full powers of substitution and resubstitution, are the proxy holders for the special meeting.

 

Q:

May I change my vote after I have mailed my signed and dated proxy card?

 

A:

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

 

   

signing another proxy card with a later date and returning it to us prior to the special meeting;

 

   

submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy;

 

   

delivering a written notice of revocation to our Corporate Secretary; or

 

   

attending the special meeting and voting at the special meeting using the control number on the enclosed proxy card.

If you hold your shares of our common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

 

Q:

If a stockholder gives a proxy, how are the shares voted?

 

A:

Regardless of the method you choose to grant your proxy, the individuals named on the enclosed proxy card will vote your shares in the way that you direct.

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Everbridge Board with respect to each proposal. This means that they will be voted: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

 

Q:

Should I send in my stock certificates now?

 

A:

No. After the merger is completed, any holders of physical stock certificates will receive a letter of transmittal containing instructions for how to send your stock certificates to the payment agent in order to

 

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  receive the appropriate cash payment for the shares of our common stock represented by your stock certificates. Unless you are seeking appraisal, you should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card. If you hold your shares of our common stock in book-entry form, you will not receive a letter of transmittal. Instead, the payment agent will pay you the appropriate portion of the merger consideration upon receipt of a customary “agent’s message” and any other items specified by the payment agent.

 

Q:

What should I do if I have lost my stock certificate?

 

A:

If you have lost your stock certificate, please contact our transfer agent, Computershare Trust Company, N.A., at 877-373-6374 or www.computershare.com/investor, to obtain replacement certificates.

 

Q:

What happens if I sell or transfer my shares of common stock after the record date but before the special meeting?

 

A:

The record date for the special meeting is earlier than the date of the special meeting and the expected effective date of the merger. If you sell or transfer your shares of our common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies Everbridge in writing of such special arrangements, you will transfer the right to receive the per share price with respect to such shares, if the merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the special meeting. Even if you sell or transfer your shares of our common stock after the record date, we encourage you to sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card).

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

Please sign, date and return (or grant your proxy electronically over the internet or by telephone for) each proxy card and voting instruction form that you receive to ensure that all of your shares are voted.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

 

Q:

Where can I find the voting results of the special meeting?

 

A:

If available, Everbridge may announce preliminary voting results at the conclusion of the special meeting. Everbridge intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the special meeting. All reports that Everbridge files with the SEC are publicly available when filed. For more information, see the section of this proxy statement captioned “Where You Can Find More Information.”

 

Q:

Will I be subject to U.S. federal income tax upon the exchange of common stock for cash pursuant to the merger?

 

A:

If you are a U.S. Holder, the exchange of our common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, which generally will require a U.S. Holder to

 

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  recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received by such U.S. Holder in the merger and such U.S. Holder’s adjusted tax basis in the shares of our common stock surrendered in the merger.

A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction. This discussion is provided for general information only and does not constitute legal or tax advice to any holder. A more complete description of material U.S. federal income tax consequences of the merger is provided in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

 

Q:

When do you expect the merger to be completed?

 

A:

We currently expect to complete the merger in the second quarter of 2024. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control.

 

Q:

What is a “go-shop”? What happened during this period under the original merger agreement?

 

A:

Under the original merger agreement, Everbridge and Thoma Bravo negotiated a go-shop period following the announcement of the merger, during which period, the Everbridge Board and its advisors were able to actively initiate and solicit alternative acquisition proposals from certain third parties. It is a common feature of transactions like ours and aligned with the Everbridge Board’s interest in pursuing the best possible offer. The original merger agreement with Thoma Bravo included a 25 day go-shop period expiring on February 29, 2024. During the go-shop period, the Everbridge Board received two acquisition proposals at a higher price than the original agreed-upon price with Thoma Bravo. As a result of such acquisition proposals, Everbridge and Thoma Bravo amended and restated the original merger agreement in order to provide the higher price of $35.00 per share of our common stock, which is $6.40 per share more than the price per share under the original merger agreement and higher than the highest price in the acquisition proposals received from such third party. A more complete description of the go-shop period is provided in the section of this proxy statement captioned “The Merger—Background of the Merger.”

 

Q:

What governmental and regulatory approvals are required?

 

A:

Under the terms of the merger agreement, the merger cannot be completed until the waiting period applicable to the merger under the HSR Act has expired or been terminated, and no agreement with any governmental authority not to consummate the merger shall be in effect. In addition, the merger cannot be completed until all consents, approvals and filings required under certain specified FDI laws have been obtained or made and all waiting periods (including any extensions thereof) (including any timing agreements with applicable governmental authorities) relating to the execution, delivery and performance of the merger agreement and the consummation of the merger shall have expired or otherwise been terminated under any such laws.

Everbridge and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the FTC and the DOJ on February 16, 2024. Both before and after the expiration of the applicable waiting period, the FTC and the DOJ retain the authority to challenge the merger on antitrust grounds.

 

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In addition, Parent, in coordination and consultation with Everbridge, submitted one of the specified FDI filings on March 8, 2024. The parties intend to submit the other specified FDI filings as soon as is reasonably practicable.

 

Q:

Am I entitled to appraisal rights under the DGCL?

 

A:

If the merger is consummated, our stockholders (including beneficial owners of shares of capital stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) continuously hold their shares of our common stock through the effective time of the merger; (3) properly perfect appraisal of their shares; (4) meet certain other conditions and statutory requirements as described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that these persons will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL regarding appraisal rights, available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

 

Q:

Do any of Everbridge’s directors or officers have interests in the merger that may differ from those of Everbridge stockholders generally?

 

A:

Yes. In considering the recommendation of the Everbridge Board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. In: (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by our stockholders, the Everbridge Board was aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned “The Merger—Interests of Everbridge’s Directors and Executive Officers in the Merger.”

 

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Q:

Who can help answer my questions?

 

A:

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of the accompanying proxy statement or need help submitting your proxy or voting your shares of our common stock, please contact our proxy solicitor:

 

 

LOGO

1407 Broadway, 27th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

 

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FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement and the information included in oral statements or other written statements made or to be made by us or on our behalf may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements include statements relating to Everbridge’s strategy, goals, future focus areas and the value of the proposed transaction to Everbridge’s stockholders. These forward-looking statements are based on Everbridge’s management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or similar expressions and the negatives of those terms. These forward-looking statements involve risks and uncertainties, including statements regarding: the merger, including the expected timing of the closing of the merger; considerations taken into account by the Everbridge Board in approving the merger; and expectations for Everbridge following the closing of the merger.

If any of these risks or uncertainties materialize, or if any of Everbridge’s assumptions prove incorrect, Everbridge’s actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with:

 

   

the possibility that the conditions to the closing of the merger are not satisfied, including the risk that required approvals from our stockholders for the merger or required regulatory approvals to consummate the merger are not obtained, on a timely basis or at all;

 

   

the occurrence of any event, change or other circumstances that could give rise to the right to terminate the merger, including in circumstances requiring Everbridge to pay a termination fee;

 

   

uncertainties as to the timing of the consummation of the merger and the ability of each party to consummate the merger;

 

   

the nature, cost and outcome of any legal proceeding that may be instituted against us and others relating to the merger;

 

   

economic, market, business or geopolitical conditions (including resulting from the COVID-19 pandemic, inflationary pressures, supply chain disruptions, the military conflict in Ukraine and related sanctions against Russia and Belarus or the evolving situation in the Middle East) or competition, or changes in such conditions, negatively affecting Everbridge’s business, operations and financial performance;

 

   

the effect of the announcement or pendency of the merger on our business relationships, customers, operating results and business generally, including risks related to the diversion of the attention of Everbridge management or employees during the pendency of the merger;

 

   

the amount of the costs, fees, expenses and charges related to the merger agreement or the merger;

 

   

the risk that our stock price may fluctuate during the pendency of the merger and may decline significantly if the merger is not completed on the terms reflected in the merger agreement, or at all;

 

   

the fact that under the terms of the merger agreement, Everbridge is restrained from soliciting other acquisition proposals from certain parties during the pendency of the merger;

 

   

the fact that, if the merger is completed, our stockholders will forgo the opportunity to realize the potential long-term value of the successful execution of Everbridge’s current strategy as an independent company;

 

   

possible disruption related to the merger to Everbridge’s current plans and operations, including through the loss of customers and employees; and

 

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other risks and uncertainties detailed in the periodic reports that Everbridge files with the SEC, including Everbridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 27, 2024 and subsequent filings.

All forward-looking statements contained or referred to in this proxy statement are based on information available to Everbridge as of the date of this proxy statement, and Everbridge does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date of this proxy statement, except as required by law. Everbridge expressly qualifies in their entirety all forward-looking statements attributable to either Everbridge or any person acting on Everbridge’s behalf by the cautionary statements contained or referred to in this proxy statement.

 

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THE SPECIAL MEETING

Date, Time and Place

We will hold the special meeting on [●], 2024, at [●], Eastern time. You may attend the special meeting via a live interactive webcast on the Internet at [●]. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Purpose of the Special Meeting

At the special meeting, we will ask stockholders to vote on proposals to (1) adopt the merger agreement; (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Attending the Special Meeting

The special meeting will begin at [●], Eastern time. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the meeting prior to the start time.

As the special meeting is virtual, there will be no physical meeting location. To attend the special meeting, log in at [●]. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Once online access to the special meeting is open, stockholders may submit questions pertinent to meeting matters, if any, through the special meeting website. You will need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints and any rules of conduct adopted with respect to the special meeting.

Record Date; Shares Entitled to Vote; Quorum

Only our stockholders as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. A list of stockholders of record entitled to vote at the special meeting will be available for inspection by stockholders for any purpose germane to the special meeting at our corporate offices located at 25 Corporate Drive, Suite 400, Burlington, Massachusetts 01803, during regular business hours for a period of no less than ten days ending on the day before the date of the special meeting. The stockholder list will also be available to stockholders of record for examination during the special meeting at [●]. You will need the control number included on your proxy card or otherwise provided by your bank, broker or other nominee to access the stockholder list during the special meeting.

As of the record date, there were [●] shares of our common stock outstanding and entitled to vote at the special meeting. Each share of our common stock outstanding as of the close of business on the record date is entitled to one vote per share on each matter properly submitted for a vote at the special meeting.

 

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The holders of a majority of the issued and outstanding shares of our common stock entitled to vote, present in person, by remote communication, if applicable, or represented by proxy at the special meeting, shall constitute a quorum.

Vote Required; Abstentions and Broker Non-Votes

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock as of the record date. Adoption of the merger agreement by our stockholders is a condition to the closing of the merger.

Approval, on a non-binding, advisory basis, of the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger requires the affirmative vote of a majority of the issued and outstanding shares of our common stock present in person, by remote communication, if applicable, or represented by proxy at the special meeting and entitled to vote on the proposal.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the issued and outstanding shares of our common stock present in person, by remote communication, if applicable, or represented by proxy at the special meeting and entitled to vote on the proposal.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted: (1) “AGAINST” the proposal to adopt the merger agreement; (2) “AGAINST” the proposal to approve, on a non-binding, advisory basis, compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) “AGAINST” any proposal to adjourn the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Abstentions will be counted as present for purposes of determining whether a quorum exists.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. We do not expect any “broker non-votes” at the special meeting, but if there are any, they will be counted for the purpose of determining whether a quorum is present. If there are broker non-votes, each broker non-vote will count as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on: (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; or (2) the proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Shares Held by Everbridges Directors and Executive Officers

As of the record date, Everbridge’s directors and certain of their affiliates that hold shares of common stock, in each case in their capacities as stockholders of Everbridge, beneficially owned and were entitled to vote, in the aggregate, [●] shares of our common stock, representing approximately [●]% of the issued and outstanding shares of our common stock as of the record date.

Certain of Everbridge’s directors and certain of their affiliates hold shares of common stock. As of the date of this proxy statement, Everbridge has not been informed that any of our directors or such affiliates intend to vote all of their shares of our common stock other than: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

 

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Voting of Proxies

If your shares are registered in your name with our transfer agent, Computershare Trust Company, N.A., you may vote your shares by returning a signed and dated proxy card (a prepaid reply envelope is provided for your convenience), or you may vote at the special meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone.

If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” must also provide a “legal proxy” from their bank or broker in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

All shares represented by properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) will, if received before the special meeting, be voted at the special meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) that do not contain voting instructions will be voted: (1) “FOR” adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee. You may also attend the special meeting and vote at the special meeting if you have a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. If available from your bank, broker or other nominee, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. If you do not (1) return your bank’s, broker’s or other nominee’s voting instruction form; (2) vote over the internet or by telephone through your bank, broker or other nominee; or (3) attend the special meeting and vote at the special meeting with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. It will not, however, have any effect on the proposals (A) to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; or (B) to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

 

   

signing another proxy card with a later date and returning it to us prior to the special meeting;

 

   

submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy;

 

   

delivering a written notice of revocation to our Corporate Secretary; or

 

   

attending the special meeting and voting at the special meeting using the control number on the enclosed proxy card.

If you have submitted a proxy, your attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

 

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If you hold your shares of our common stock in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Any adjournment, postponement or other delay of the special meeting, including for the purpose of soliciting additional proxies, will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned, postponed or delayed.

The Everbridge Boards Recommendation

The Everbridge Board, after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Everbridge Board and Reasons for the Merger,” has (1) determined that the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Everbridge and its stockholders; and (2) approved the merger agreement, and the transactions contemplated by the merger agreement, including the merger.

The Everbridge Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Adjournment

In addition to the proposals to (1) adopt the merger agreement and (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger, our stockholders are also being asked to approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes or proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the merger agreement. If a quorum is not present, the chairperson of the special meeting or the stockholders entitled to vote at the special meeting, present in person or represented by proxy, may adjourn the special meeting, from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. The chairperson may also adjourn the meeting to another place, if any, date or time, even if a quorum is present. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, our stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Everbridge. We have retained Mackenzie Partners, Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of $25,000, plus reasonable out-of-pocket expenses. We will indemnify this firm against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

We currently expect to complete the merger in the second quarter of 2024. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control.

 

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Appraisal Rights

If the merger is consummated, our stockholders (including beneficial owners of shares of capital stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) continuously hold their shares through the effective time of the merger; (3) properly perfect appraisal of their shares; (4) meet certain other conditions and statutory requirements described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that such persons will be entitled to seek appraisal of their shares by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

To exercise appraisal rights, the stockholder of record or a beneficial owner must (1) submit a written demand for appraisal to Everbridge before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continue to hold of record or own beneficially the subject shares of our common stock through the effective time of the merger; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Everbridge unless certain conditions are satisfied by the persons seeking appraisal. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. You may find an electronic copy of Section 262 of the DGCL available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated herein or therein by reference, and the actual text of Section 262 of the DGCL, the actual text of Section 262 of the DGCL controls. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

Other Matters

At this time, we know of no other matters to be voted on at the special meeting. If any other matters properly come before the special meeting and you deliver a proxy to us, your shares of our common stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

 

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [], 2024

This proxy statement is available through the SEC’s website at www.sec.gov and on the “SEC Filings” section of our website located at https://ir.everbridge.com/sec-filings. The information included on our website is not incorporated herein by reference.

Householding of Special Meeting Materials

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of this proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card. If you wish to receive a separate set of our disclosure documents at this time, please notify us by sending a written request to Investor Relations, 25 Corporate Drive, Suite 400, Burlington, Massachusetts 01803, or by telephone at (818) 230-9700.

If you are a stockholder who has multiple accounts in your name or you share an address with other stockholders and would like to receive a single set of our disclosure documents for your household, you may notify your broker, if your shares are held in a brokerage account, or you may contact our Corporate Secretary using the contact method above, if you hold registered shares.

Questions and Additional Information

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of our common stock, please contact our proxy solicitor at:

 

 

LOGO

1407 Broadway, 27th Floor

New York, New York 10018

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

 

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THE MERGER

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information provided in this proxy statement. Therefore, this discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Parties Involved in the Merger

Everbridge, Inc.

25 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

(818) 230-9700

Everbridge is a global software company that empowers resilience by leveraging intelligent automation technology to enable customers to anticipate, mitigate, respond to, and recover from critical events to keep people safe and organizations running. Boston Consulting Group defines resilience as ‘a company’s capacity to absorb stress, recover critical functionality, and thrive in altered circumstances.’ During public safety threats including severe weather conditions, active shooter situations, terrorist attacks or a pandemic, as well as critical business events such as IT outages, cyber-attacks, product recalls or supply-chain interruptions, global customers rely on our CEM platform to empower their resilience and to quickly and reliably aggregate and assess threat data, locate people at risk and responders able to assist, automate the execution of pre-defined communications processes through the secure delivery to a comprehensive range of different communication channels and devices, and track progress on executing response plans. Our customers use our platform to identify and assess hundreds of different types of threats to their organizations, people, assets or brand. Our solutions enable organizations to automate and deliver intelligent, contextual messages to, and receive verification of delivery from, hundreds of millions of recipients, across multiple communications modalities such as voice, Short Message/Messaging Service and email, in several languages and dialects – all simultaneously. Our CEM platform is comprised of a comprehensive set of software applications packaged for organizations to address five core use cases, safeguarding: Business Operations, People Resilience, Digital Operations, Smart Security, and Public Safety. Our individual products address the full spectrum of tasks an organization requires to manage a critical event, including Mass Notification, Safety Connection, IT Alerting, Risk Intelligence, Public Warning, Community Engagement, Crisis Management, CareConverge, Control Center, Travel Protector, SnapComms and E911. Everbridge applications leverage our CEM platform, permitting customers to use a single contacts database, rules engine of algorithms and hierarchies, and user interface to accomplish multiple objectives. We believe that our broad suite of integrated applications delivered via a single global CEM platform is a significant competitive advantage in the resilience market for CEM solutions.

Our common stock is listed on NASDAQ under the symbol “EVBG.”

Project Emerson Parent, LLC

c/o Thoma Bravo, L.P.

One Market Plaza, Spear Tower, Suite 2400

San Francisco, California 94105

(415) 263-3660

Parent was formed on January 16, 2024, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Parent has not engaged in any business activities other than as incidental to its formation

 

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and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger.

Project Emerson Merger Sub, Inc.

c/o Thoma Bravo, L.P.

One Market Plaza, Spear Tower, Suite 2400

San Francisco, California 94105

(415) 263-3660

Merger Sub is a wholly owned subsidiary of Parent and was formed on January 16, 2024, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist and Everbridge will continue as the surviving corporation.

Effects of the Merger

Upon the terms and subject to the conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger, (1) Merger Sub will merge with and into Everbridge; (2) the separate corporate existence of Merger Sub will cease; and (3) Everbridge will continue as the surviving corporation of the merger and a wholly owned subsidiary of Parent.

As a result of the merger, Everbridge will cease to be a publicly traded company, our common stock will be delisted from NASDAQ and deregistered under the Exchange Act and Everbridge will no longer file periodic reports with the SEC. If the merger is completed, you will not own any shares of capital stock of the surviving corporation.

The effective time of the merger will occur upon the filing of a certificate of merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as we, Parent and Merger Sub may agree and specify in such certificate of merger).

Effect on Everbridge if the Merger is Not Completed

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead, (1) Everbridge will remain an independent public company; (2) our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, we expect that: (A) our management will continue to operate the business as it is currently being operated; and (B) our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Everbridge operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, the price of our common stock may decline significantly.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of our common stock. If the merger is not completed, the Everbridge Board will continue to evaluate and review, among other things, Everbridge’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, Everbridge’s business, prospects or results of operation may be adversely impacted.

In specified circumstances in which the merger agreement is terminated, Everbridge has agreed to pay Parent (or its designee) the applicable termination fee.

 

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Effect of the Merger on Our Outstanding Common Stock

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger:

 

   

each outstanding share of our common stock that is (1) held by Everbridge as treasury stock; (2) owned by Parent or Merger Sub; or (3) owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub as of immediately prior to the effective time of the merger will automatically be cancelled and will cease to exist without any conversion thereof or consideration paid in exchange therefor;

 

   

each share of our common stock that is issued and outstanding as of immediately prior to the effective time of the merger (other than the shares identified in the prior bullet and shares of our common stock held by our stockholders who have (1) neither voted in favor of the adoption of the merger agreement or the merger nor consented thereto in writing; and (2) properly demanded appraisal of such shares of our common stock pursuant to, and in accordance with Section 262 of the DGCL, if any) will be automatically converted into the right to receive cash in an amount equal to the per share price without interest thereon and less any applicable withholding taxes; and

 

   

each certificate formerly representing any shares of our common stock or any book-entry shares that represented shares of our common stock immediately prior to the effective time of the merger will automatically be cancelled and retired and all such shares will cease to exist and will thereafter only represent the right to receive the per share price.

At or prior to the Closing, a sufficient amount of cash will be deposited with a designated payment agent to pay the aggregate per share price. Once a stockholder has provided the payment agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or customary agent’s message with respect to book-entry shares, appropriate letter of transmittal and other items specified by the payment agent, then the payment agent will pay the stockholder the appropriate portion of the aggregate per share price. For more information, see the section of this proxy statement captioned “The Merger Agreement—Payment Agent, Exchange Fund and Exchange and Payment Procedures.”

After the merger is completed, each of our stockholders will have the right to receive the per share price for each share of our common stock that such stockholder owned, as described in the section of this proxy statement captioned “The Merger Agreement—Conversion of Shares,” but will no longer have any rights as an Everbridge stockholder (except that our stockholders holding shares with respect to which an appropriate person has properly and validly exercised and perfected, and has not validly withdrawn or otherwise lost their appraisal rights will have the right to receive payment for the “fair value” of their shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described below in the section of this proxy statement captioned “The Merger—Appraisal Rights”).

Background of the Merger

The Everbridge Board and senior management team regularly consider, on an ongoing basis, Everbridge’s long-term strategy and the range of strategic opportunities available to strengthen its business and to enhance stockholder value, including financing opportunities, development of its product offerings, investments in potential new growth opportunities, acquisitions, licensing arrangements and other strategic transactions.

Following the announcement in November of 2021 of Everbridge’s third quarter 2021 financial results and fourth quarter 2021 financial outlook, the departure in December of 2021 of Everbridge’s former Chief Executive Officer and in consideration of several news articles published in January and February of 2022 citing Everbridge as a potential activist target, the Everbridge Board and senior management determined it prudent to review financial and other advisor resources to advise Everbridge with respect to stockholder activism and related matters. At a regularly scheduled meeting of the Everbridge Board on February 10, 2022, the Everbridge Board invited Qatalyst Partners LP (“Qatalyst Partners”), Cooley LLP (“Cooley”), the company’s outside legal

 

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counsel, and a communications firm specializing in stockholder activism to discuss the current market and status of Everbridge. Following the discussion, the Everbridge Board determined to proceed to engage Qatalyst Partners for strategic advice based on its extensive expertise, knowledge of the industry in which Everbridge operates and experience advising technology companies in connection with potential strategic transactions and stockholder activism, and further directed senior management to negotiate an engagement letter with Qatalyst Partners. The Everbridge Board subsequently reviewed and approved the proposed terms of the engagement letter with Qatalyst Partners on March 28, 2022. The Everbridge Board thereafter authorized Everbridge to formally engage Qatalyst Partners on the terms presented at the meeting, and Qatalyst Partners was formally engaged shortly thereafter effective as of April 2, 2022.

In early March 2022, Ancora Advisors (“Ancora”) privately approached members of the senior management team to convey that Ancora had taken a position in Everbridge’s stock and would be sending a letter to the Everbridge Board. Later that month, on March 17, 2022, Ancora made public a letter to the Everbridge Board declaring, among other things, that an immediate exploration of strategic alternatives should commence. On April 4, 2022, Ancora made public a letter indicating that Ancora believed that financial sponsors were interested in acquiring Everbridge. On April 7, 2022, another known stockholder activist sent a private letter to the Everbridge Board with similar statements to the effect that an immediate exploration of strategic alternatives should commence.

On April 29, 2022, Everbridge made a public statement regarding Ancora’s letter, indicating that Everbridge was taking the initiative to improve its go-forward strategic direction, go-to-market execution and efficiency, including by pausing material new mergers and acquisitions activity and focusing on integrating previous acquisitions, simplifying product offerings, focusing on land-and-expand opportunities and conducting a thorough search for a permanent CEO. Ancora subsequently initiated a “withhold campaign” against certain Everbridge Board directors in connection with the annual stockholder meeting in May of 2022. All nine of the then-current members of the Everbridge Board were reelected. Following the results of the 2022 annual meeting, on May 26, 2022, Ancora reiterated in a public statement its position that Everbridge should be sold at the right price.

In May of 2022, the Everbridge Board met several times to review the company’s business and prospects, including the ongoing search for a permanent CEO and the business environment in the industry, as well as to approve and direct senior management to implement a strategic realignment to accelerate growth in key business segments and streamline operations, which included a targeted realignment and reduction of headcount, facilities and third-party spending (which, as was amended from time to time, we refer to as the “2022 strategic realignment”). The Everbridge Board also received regular updates from senior management and Qatalyst Partners regarding informal inbound inquiries from potential strategic and financial investors following the Ancora public statements. In response to these developments, the Everbridge Board directed senior management and representatives of Qatalyst Partners to prepare for a review of strategic alternatives, including a list of the most likely interested third parties in the event the Everbridge Board determined to conduct further activity in connection therewith. Thereafter, representatives of Qatalyst Partners worked with senior management to identify and keep current a list of potential parties that would be likely to be interested in exploring strategic alternatives with Everbridge.

Beginning in June of 2022, at the direction of the Everbridge Board, representatives of Qatalyst Partners reached out to 22 financial sponsors, including Thoma Bravo, Specified Party A, Specified Party B, Specified Party C, Specified Party D, Specified Party E, Specified Party F and Specified Party G, and 13 strategic bidders, including Specified Party H, to gauge interest in participation in a potential sale of Everbridge. This list of parties specifically included any party that had previously expressed inbound interest following the announcement of the 2022 strategic realignment. Of the 35 parties contacted, two strategic bidders and 19 financial sponsors entered into non-disclosure agreements with Everbridge, each of which contained customary confidentiality, use, and standstill provisions, none of which would prevent any party from submitting a private acquisition proposal at any time or from making a public acquisition proposal following the announcement of, or entry into, a change-in-control transaction with respect to Everbridge.

 

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On July 25, 2022, Everbridge announced that David Wagner had been appointed as Everbridge’s CEO and a member of the Everbridge Board. Also on July 25, 2022, Ancora sent a private letter to the Everbridge Board reiterating its position that Everbridge should be sold at the right price.

During July and August of 2022, senior management conducted management meetings with the two strategic bidders and 11 financial sponsors and provided such parties access to financial diligence. Seven additional financial sponsors were provided access to financial diligence but declined to engage with senior management after reviewing the data provided. Senior management, representatives of Qatalyst Partners and representatives of Cooley periodically updated the Everbridge Board regarding the status of activity throughout the process. The Everbridge Board provided guidance throughout the process to senior management and representatives of Qatalyst Partners, including regarding the timing of bids in accordance with customary process letters and whether to provide potential bidders with access to debt financing sources.

On August 25, 2022, a published Bloomberg article speculated that Everbridge was exploring strategic options, including a sale of the company. Everbridge’s stock subsequently traded higher and with more volume relative to the then-current market and technology stocks.

On September 7, 2022 and September 8, 2022, Everbridge received five preliminary indications of interest: (i) three bids from individual financial sponsors, including Specified Party B (which subsequently paired with Specified Party A as co-bidders in its further diligence), Third Party W and Third Party X, and (ii) two bids from financial sponsors that were partnering as co-bidders, including Specified Party D (with a co-bidder, Third Party Y) and Specified Party F (with a co-bidder, Third Party Z). Each of these preliminary indications of interest was in the form of a range of potential prices (with the exception of one preliminary indication that stated a specific price) and subject to obtaining debt financing. Both strategic bidders (including Specified Party H) declined to bid on the potential acquisition after several diligence meetings, each citing concerns about the prospects of the business, as well as challenges associated with the complexity of the operations of the business, including post-closing integration. Financial sponsors that declined to bid largely cited concerns centered around growth prospects, data availability and quality, and the amount of operational improvement work to be done.

On September 9, 2022, the Everbridge Board met to review the preliminary indications of interest, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. After discussion, the Everbridge Board authorized Qatalyst Partners to continue discussions and the due diligence process with four of the bidding parties who had presented the most compelling preliminary indications and to grant parties who had requested to partner with another sponsor the ability to do so. The Everbridge Board further directed that parties should be instructed to submit final proposals by November 1, 2022.

Throughout September and October of 2022, as directed by the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley engaged with four bidding parties, including affording access to certain debt financing sources, permitting bidders to partner with a co-bidder where requested and providing confirmatory business, legal and tax diligence. On October 7, 2022, at the direction of the Everbridge Board, representatives of Qatalyst Partners sent each of the remaining bidding parties a process letter asking for “best and final” bids, including executable equity and debt financing commitment letters, as applicable, by November 1, 2022. Qatalyst Partners provided its relationships disclosure letter with respect to each of these bidding parties on October 16, 2022, which letter updated such prior letters that had previously been provided, and the letter was shared with the Everbridge Board. The Everbridge Board confirmed that none of the specific disclosure information altered or interfered with the ability of Qatalyst Partners to provide financial advisory services to Everbridge.

On November 2, 2022, the Everbridge Board met to discuss the sale process, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners reviewed the strategic process and noted that, as of the bid deadline, no remaining party had submitted a final proposal. The representatives of Qatalyst Partners noted that the remaining parties cited concerns about

 

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growth and the prospects for the business, including needed operational improvements that would be necessary to support future growth, data availability and quality, as well as Everbridge’s upcoming earnings release. The representatives of Qatalyst Partners also noted that the remaining parties had noted that they had received tepid feedback from debt providers regarding their desire to lend in light of the concerns about the prospects of the business and growth, market conditions and general views with respect to the company’s industry, among other factors. Three of the bidding parties signaled potential interest in a transaction in the future but that any such future interest would likely not represent a premium to the then-current market price (which was $32.25 per share of common stock as of the closing of trading on November 1, 2022). Following discussion, the Everbridge Board concluded that any continued strategic review process would be distracting and time consuming relative to potential results, and thus reasonably likely to have a potential negative impact on the business. The Everbridge Board therefore determined that it would be in the best interests of Everbridge and its stockholders to discontinue the exploration of the sale process at that time in order to focus on organic growth of the business.

Following the conclusion of the 2022 sale process, the Everbridge Board and senior management focused on the ongoing business of the company, including further implementing and amending the 2022 strategic realignment in November of 2022 and July of 2023 to include additional targeted realignment and reduction of headcount and other third-party spend. Certain additional headwinds emerged over the course of 2023, including, for example, the State of Florida purporting to terminate its contract with Everbridge one year early after an erroneous test alert was sent to Floridians in the early morning of April 20, 2023 (which purported termination was subsequently rescinded). The initial announcement of the foregoing aligned with a decline in Everbridge’s stock price from $31.80 per share as of the close of business on April 19, 2023 (the day prior to the termination announcement) to $26.00 per share on April 26, 2023 (the day prior to the announcement of an amendment to Everbridge’s agreement with the State of Florida).

Between June and October of 2023, senior management and Qatalyst Partners received periodic inbound inquiries from various financial sponsors, including Thoma Bravo, Specified Parties A&B (who had been granted permission to work together as co-bidders during the 2022 sale process), Specified Party C, Specified Party D, Specified Party E, and, with respect to a potential combination with one of its portfolio companies, Specified Party F. At the direction of the Everbridge Board, Mr. Wagner provided a financial update on the status of Everbridge’s business and its go-forward growth strategy to Specified Party E on June 7, 2023 and July 13, 2023, to Specified Parties A&B on August 18, 2023, September 28, 2023 and November 30, 2023 and to Specified Party D on August 29, 2023 and November 29, 2023. Mr. Wagner also spoke generally about the Everbridge business with Specified Party C on October 10, 2023 and with Thoma Bravo on October 20, 2023 and October 27, 2023. Senior management and representatives of Qatalyst Partners kept the Everbridge Board regularly apprised of these contacts and discussions.

In addition, a representative of Specified Party I (a financial sponsor that had not participated in the 2022 process) attended an investor meeting held by Mr. Wagner in August of 2023.

Also in August of 2023, in its second quarter of fiscal year 2023 earnings release, Everbridge adjusted its revenue and revenue growth guidance downward for the second half of 2023. Following issuance of the release, Everbridge’s stock price declined from $29.14 per share as of the close of business on August 7, 2023 (the day prior to the earnings release) to $21.32 per share on August 10, 2023.

Following their respective initial meetings, representatives of Thoma Bravo, Specified Parties A&B, Specified Party D, Specified Party E and Specified Party I requested and received a preliminary business and financial information package from Everbridge, along with additional diligence information as requested by certain of the parties.

On October 2, 2023, a representative of Specified Party E spoke with a representative of Qatalyst Partners and noted that following its review of the preliminary information provided, it would not make a proposal at that time.

On October 7, 2023, a representative of Specified Party F (which had participated in the 2022 process and, at such time, had been identified as a party that would present substantial regulatory approval closing risk in

 

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connection with any transaction between such party and Everbridge) contacted a representative of Qatalyst Partners and raised a potential transaction in which Everbridge would acquire one of its portfolio companies.

On October 9, 2023, a member of the Everbridge Board introduced representatives of Specified Party I to David Henshall, Chairman of the Everbridge Board, who introduced the representatives of Specified Party I to Mr. Wagner the next day.

On October 11, 2023, Mr. Wagner met with a representative of Specified Party F during which they discussed a potential transaction in which Everbridge would acquire one of the portfolio companies of Specified Party F.

On October 31, 2023, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners provided a general update on the software and SaaS market environment, including mergers and acquisitions and activism trends, and an overview of Everbridge’s trading history, street consensus estimates and market trading multiples. The Everbridge Board and senior management discussed the company’s recent financial and business performance, strategic priorities, product strategy and overall prospects and challenges. Following discussion, the Everbridge Board directed senior management and representatives of Qatalyst Partners to continue to engage with the third parties that continued to express potential interest in a transaction and continue to provide appropriate ongoing due diligence information to these parties (but excluding any access to debt or equity financing sources at that time, if requested).

Following the October 31, 2023 Everbridge Board meeting, representatives of Qatalyst Partners continued to engage in discussions with Thoma Bravo, Specified Parties A&B, Specified Party D and Specified Party I to set up further discussions with Mr. Wagner. In connection with this activity, Everbridge entered into non-disclosure agreement extensions and non-disclosure agreements, as applicable, with the parties continuing to engage in discussions regarding a potential transaction. Each such non-disclosure agreement or non-disclosure agreement extension contained customary confidentiality, use, and standstill provisions, none of which would prevent any of the parties from submitting a private acquisition proposal or making a public acquisition proposal following the announcement of, or entry into, a change-in-control transaction with respect to Everbridge.

At Specified Party I’s request, Mr. Wagner subsequently met with representatives of Specified Party I on November 3, 2023 to provide an overview of the status of Everbridge’s business and its go-forward growth strategy. Also on November 3, 2023, representatives of Specified Party F and members of senior management met to discuss Specified Party F’s portfolio company’s business, following which Mr. Wagner and a representative of Specified Party F had a call about such business.

Between late November of 2023 and early January of 2024, Mr. Wagner and members of senior management met separately with representatives of Thoma Bravo, Specified Parties A&B, Specified Party D and Specified Party I for a series of due diligence meetings, including regarding financial, business and technology matters. On December 5, 2023, a representative of Qatalyst Partners met with a representative of Specified Party H, and they generally discussed the Everbridge business.

On January 10, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and senior management provided an update on the markets and summarized the current third-party interest in Everbridge and the due diligence undertaken over the prior months. Although no written proposals had been received to date, Qatalyst Partners noted indications that Thoma Bravo and Specified Party I could make proposals in the coming week and that Specified Parties A&B and Specified Party D continued to actively work toward potentially making proposals (without providing a specific timeframe). Representatives of Cooley then presented a review of directors’ fiduciary duties. Discussion ensued regarding the momentum and strategy of parties with recent interest in Everbridge and potential ways to confirm commitment to a strategic transaction and maximization of stockholder value. The discussion also weighed the impact of the business disruption resulting from the

 

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2022 process and the potential future impact of any additional deal leaks and rumors (which had also occurred in the 2022 process) that could occur if access to debt financing sources was granted, as some bidders had requested. After discussion, the Everbridge Board directed Qatalyst Partners not to grant access to debt financing sources at that time and to continue to facilitate due diligence for the interested third parties and to endeavor to have the third parties align any proposals they might make on as similar a timeframe as possible for consideration. Following the January 10, 2024 Everbridge Board meeting, senior management, Qatalyst Partners and Cooley continued to facilitate interested parties’ engagement in due diligence.

Later on January 10, 2024, representatives of Specified Party I told a representative of Qatalyst Partners that it was working to provide a proposal as soon as the following week.

On January 12, 2024, representatives of Thoma Bravo told Mr. Wagner that Everbridge should expect a potential proposal as soon as the following week.

Also on January 12, 2024, a representative of Specified Party F contacted Mr. Wagner to see if there was interest in re-engaging regarding a potential transaction involving Everbridge acquiring one of its portfolio companies.

Also on January 12, 2024, a representative of Qatalyst Partners reached out separately to each of Specified Parties A&B and Specified Party D to inform each of them that it was likely Everbridge could receive proposals as soon as the following week and to inquire about their ongoing interest in a potential transaction, as well as to offer to facilitate additional diligence if needed to put them in a position to make a proposal.

On January 16, 2024, representatives of Thoma Bravo spoke with representatives of Qatalyst Partners and indicated that they would be sending over a proposal at $27.00 per share, were prepared to enter into a transaction expeditiously, and were explicit that this offer and Thoma Bravo’s willingness to continue transaction discussion would not remain outstanding for an extended period of time.

Following this call, Thoma Bravo submitted a written proposal to purchase 100% of the outstanding common stock of Everbridge for $27.00 per share of common stock (the “TB Initial Proposal”). The TB Initial Proposal noted that Thoma Bravo (i) would provide an equity commitment for the full purchase price, (ii) confirmed all key business and market diligence as complete and (iii) could proceed to the signing of a definitive merger agreement within four business days (prior to market open on January 22, 2024). The TB Initial Proposal was accompanied by a proposed draft merger agreement (the “Initial Draft Merger Agreement”), which draft agreement proposed a 3.5% termination fee payable by the company if the merger agreement were terminated by the company in order to enter into another agreement for a superior proposal and in certain other termination scenarios. The Initial Draft Merger Agreement did not contain a go-shop provision permitting the company to continue to seek and support alternative acquisition proposals following entry into the merger agreement.

On January 17, 2024, representatives of Specified Parties A&B reached out to a representative of Qatalyst Partners and indicated that they were preparing additional due diligence requests in order to refine their perspective on Everbridge and quickly determine their level of interest but did not indicate any specific timing or likelihood of submitting a proposal. Senior management worked to provide relevant feedback in order to facilitate the submission of a proposal expeditiously by Specified Parties A&B.

Also on January 17, 2024, a representative of Specified Party F contacted Mr. Wagner to discuss a potential acquisition of one of its portfolio companies by Everbridge and, after Mr. Wagner noted that Everbridge was not interested in a potential acquisition of Specified Party F’s portfolio company at that time, raised the possibility of another transaction between the two parties, including, potentially, an acquisition of Everbridge by Specified Party F.

On January 19, 2024, Specified Party I submitted a written proposal to purchase 100% of the outstanding common stock of Everbridge at a range of $29.00 to $34.00 per share of common stock (the “Specified Party I Initial Proposal”). The Specified Party I Initial Proposal noted that (i) the proposal was subject to obtaining debt

 

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financing, (ii) Specified Party I could underwrite the equity portion of the proposal in its entirety but was also considering syndicating the equity portion to certain limited partners, (iii) Specified Party I had completed a substantial portion but not all of its business and financial due diligence, and still had to complete confirmatory due diligence and (iv) Specified Party I could complete its remaining business, financing and other diligence workstreams in three to four weeks, assuming unrestricted access to management, and thereafter sign a transaction by February 19, 2024.

Also on January 19, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners reviewed the current status of discussions with third parties, the TB Initial Proposal and the Specified Party I Initial Proposal. Representatives of Qatalyst Partners presented preliminary financial analyses with respect to the proposals and provided related views on process timing and strategy. The Everbridge Board discussed the proposals and status, along with potential strategic responses to the TB Initial Proposal and the Specified Party I Initial Proposal. A representative of Cooley reviewed fiduciary duties attendant to a review of strategic alternatives. The representatives of Qatalyst Partners left the meeting. Given the level of advancement of the third-party interest, the Everbridge Board canvased for any actual, perceived or potential conflicts between any of the board members and potential bidders. Following discussion, the Everbridge Board determined that one of the directors should be recused from further discussions regarding the sale process due to a potential conflict with one of the potential bidders (which was not, for the avoidance of doubt, Thoma Bravo) (and all references made with respect to the Everbridge Board following this determination shall refer to the members of the Everbridge Board with the applicable recusal in effect). The Everbridge Board then invited senior management to present and discuss perspectives regarding Everbridge’s standalone prospects, potential headwinds and risks and uncertainties, as well as investor sentiments. Senior management discussed the ongoing headwinds faced by the company, including slowing growth prospects due to increased competition in the market, noting that as part of its upcoming earnings release, the company anticipated providing revenue guidance for the 2024 fiscal year that would be lower than the then-current street consensus estimates, and discussed the potential impact that such announcement might have on investor sentiment. Following discussion, the Everbridge Board determined to continue to engage with both of the proposals and additional third-party interest, including by directing senior management to establish a virtual dataroom for additional due diligence production and directing Qatalyst Partners to further encourage interested parties to increase their potential proposals regarding Everbridge’s valuation. To aid in the robust process as directed, the Everbridge Board determined to establish a strategic transaction committee for purposes of facilitating a timely and efficient process, consisting of Mr. Henshall, Allison Dean and Rich D’Amore (the “Transaction Committee”). The Everbridge Board directed that the Transaction Committee should steward effective management of the ongoing process but reserved ultimate approval of any transaction to the full Everbridge Board with the applicable recusal in effect. The Everbridge Board then discussed the terms of the Initial Draft Merger Agreement received from Thoma Bravo and the potential use (and strategy with respect to negotiation) of a “go-shop” provision. Discussion centered on the potential to prioritize flexibility to consider alternative acquisition proposals at a higher price in the event that the Everbridge Board determined that it was in the best interests of the company and its stockholders to enter into a definitive agreement with Thoma Bravo, at a committed price, prior to the time that any other party was able to complete due diligence or obtain financing commitments and prior to the company’s scheduled fourth quarter 2023 earnings release in late February. The Everbridge Board discussed the likelihood that Thoma Bravo was firm in its statement that it would not continue to engage in discussions or hold open any proposal on a more extended timeline, the degree to which Thoma Bravo might improve its proposal, and the importance of determining to the greatest extent possible the price(s) Specified Party I and the other third parties engaged in discussions would be willing and able to pay before Thoma Bravo was likely to discontinue discussions with the company. After discussion, the Everbridge Board directed Qatalyst Partners to convey to Thoma Bravo that Thoma Bravo’s proposed price was below where the Everbridge Board would support a potential transaction, and that Thoma Bravo would need to propose a price in the $30s in order to be competitive. The Everbridge Board directed Qatalyst Partners to convey to each of Specified Parties A&B, Specified Party D and Specified Party I that there were multiple parties interested in an acquisition of Everbridge, that at least one such party was prepared to move on an expedited basis to enter into a transaction, and that it was critical that each make a

 

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proposal with a specific value as soon as possible. The Everbridge Board further directed Qatalyst Partners to convey to Specified Party I that it needed to be at the upper end of its proposed range in order to be competitive and to convey to Specified Parties A&B and Specified Party D that they should be focused on prices in the $30s in order to be competitive. The Everbridge Board directed senior management, Qatalyst Partners and Cooley to provide Specified Parties A&B, Specified Party D and Specified Party I with access to the information each needed to complete their respective due diligence in order to provide a proposal, including a specific view on valuation, as soon as possible.

Following the January 19, 2024 Everbridge Board meeting, Qatalyst Partners conveyed to each of Thoma Bravo, Specified Parties A&B, Specified Party D and Specified Party I the messages directed by the Everbridge Board. Each party was also promised fulsome access to senior management and its advisors in connection with any efforts necessary to support an actionable proposal.

On January 21, 2024, a representative of Specified Party G (a financial sponsor that had taken part in the 2022 process) contacted Mr. Henshall to express interest in the business. Mr. Henshall directed the interest to Qatalyst Partners.

On January 22, 2024, representatives of Specified Party I were provided access to a virtual dataroom in order to facilitate its ongoing financial diligence and confirmatory legal and tax diligence. Over the course of the following weeks through the signing of the original merger agreement, at the direction of the Everbridge Board, members of senior management and Everbridge’s advisors made themselves available to each of the bidders in order to expeditiously answer any outstanding diligence questions, including through management and advisor diligence sessions, responses to written diligence requests and documentary production. In particular, senior management made itself readily available to representatives of Specified Party I in an attempt to accelerate Specified Party I’s diligence process during the week of January 29 through February 2. Also, on January 31, 2024, representatives of Thoma Bravo were also provided access to the virtual dataroom in order to facilitate its confirmatory legal and tax diligence. During this period, senior management and Everbridge’s advisors also provided Specified Parties A&B and Specified Party D access to diligence information to the extent so requested.

On January 23, 2024, the Transaction Committee held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners provided an update on discussions with all four parties, noting that each party appeared to be working diligently to meet the requested timeline and were working expeditiously to complete any remaining needed diligence. The representatives of Qatalyst Partners also noted that Specified Party I had requested access to four specified equity financing sources and four specified debt financing sources. The Transaction Committee discussed the merits and risks in permitting such access, noting risk of leaks attendant to financing sources access and the multiple leaks and rumors preceding and during the 2022 process that caused volatility in Everbridge’s stock price, increased investor pressure and detracted from running the business. The Transaction Committee determined that at this time it would permit bidders contact with a limited number of equity financing sources but that bidders should not be permitted to disclose a potential transaction involving Everbridge to debt financing sources. Representatives of Qatalyst Partners also solicited viewpoints on whether to engage with Specified Party C, Specified Party F and Specified Party G, all of whom had reached out to Mr. Wagner or Mr. Henshall previously. The Transaction Committee noted that given the 2022 sale process, the ongoing and relatively advanced engagement of four potential bidders, the fact that Specified Party C, Specified Party F and Specified Party G had not demonstrated a desire to continue to engage with the company regarding a potential transaction since the end of the 2022 sale process and the increased risk of potential leaks or rumors in the market, the risks of reaching out to additional parties that had not expressed sustained interest in the company’s business outweighed any potential benefits. The Transaction Committee determined not to engage in any broader outreach at that time.

Later on January 23, 2024, a representative of Specified Party D told a representative of Qatalyst Partners that it would likely propose a price in the “mid to high $20s” per share but did not have a specific price to propose at that time. Qatalyst Partners encouraged Specified Party D to be more specific on price and, in response to Specified Party D’s request, indicated that Everbridge had not granted bidders access to debt financing sources yet.

 

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Also on January 23, 2024, a representative of Thoma Bravo spoke to a representative of Qatalyst Partners to communicate a revised verbal proposal to purchase 100% of the outstanding common stock of Everbridge for $28.00 per share of common stock (the “TB Revised Verbal Proposal”) and reemphasized that (i) Thoma Bravo could enter into definitive documentation with respect to the TB Revised Verbal Proposal in a matter of days and (ii) the offer was not open-ended and would be withdrawn to the extent the Everbridge Board chose not to engage with Thoma Bravo expeditiously.

Also on January 23, 2024, as directed by the Transaction Committee, representatives of Qatalyst Partners confirmed to a representative of Specified Party I that Specified Party I could contact only the four previously identified limited partners they had previously requested and indicated that bidders were not authorized to speak with debt financing sources.

Also on January 23, 2024, as previously directed by the Everbridge Board at the January 10, 2024 meeting, Everbridge and Qatalyst Partners executed a reinstatement and amendment of the original Qatalyst Partners engagement letter, dated April 2, 2022, which had expired in May of 2023.

On January 25, 2024, representatives of Specified Parties A&B told a representative of Qatalyst Partners that while they wanted to stay in touch regarding the company, at this time they could not provide a proposal that would involve a meaningful premium for Everbridge stockholders and that any proposal would likely be $25 per share at most.

On January 26, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. A representative of Qatalyst Partners provided an update on discussions with bidders, including that (i) Thoma Bravo had submitted the TB Revised Verbal Proposal with a clear intent to terminate discussions if Everbridge could not execute a merger agreement very quickly thereafter and (ii) Specified Party I had completed four additional business diligence sessions and received approval to communicate and provide information to four potential unaffiliated equity investors, and had signaled that it would need until January 29 to provide a revised proposal that included a specific price rather than a range. The representative of Qatalyst Partners also provided an update on the responses received from Specified Parties A&B and Specified Party D and noted that they had not conducted diligence or otherwise participated in the process on par with either Thoma Bravo or Specified Party I. A representative of Qatalyst Partners also reviewed Thoma Bravo’s and Specified Party I’s bidding histories in prior public company transactions (based on publicly available information), including the prior transactions in which Thoma Bravo had accepted a go-shop provision. During the entirety of this discussion, the Transaction Committee discussed the expected financing requirements of the existing proposals and the ability of the two lead bidders, and any other parties, to provide a meaningfully higher per share price than either of the existing proposals. Following the discussion, Patrick Brickley, Everbridge’s then-Chief Financial Officer, presented the Company Projections. Members of the Transaction Committee and Everbridge Board present asked questions regarding, and discussed, the Company Projections, including the calculation of Adjusted EBITDA, run rates, retention rates and impact on revenue in future years. Representatives of Qatalyst Partners then reviewed certain preliminary financial analyses. Following further discussion, the Transaction Committee (i) directed Qatalyst Partners to continue to push Specified Party I to quickly firm up its proposal value and timing for completion of due diligence and (ii) determined to hold off on making any further decision regarding the TB Revised Proposal until it understood more about any revised Specified Party I proposal.

On January 27, 2024, representatives of Qatalyst Partners contacted a representative of Specified Party I to reinforce that Specified Party I should provide a specific price rather than a range in its proposal, and that they should target the upper end of their range, as well as to indicate that Specified Party I should propose a faster timetable to entering into a definitive agreement in light of the timetable contemplated by other proposals and to inquire what else Specified Party I required in order to get to an actionable proposal, as directed by the Transaction Committee. The representative of Specified Party I reiterated that Specified Party I would be able to provide a revised proposal on January 29, 2024.

 

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On January 28, 2024, a representative of Qatalyst Partners spoke with representatives of Thoma Bravo to indicate that the Transaction Committee had met and discussed their proposal, and that the Everbridge Board was meeting early the following week to discuss. The representatives of Thoma Bravo emphasized their need to hear back quickly from the Everbridge Board regarding the TB Revised Verbal Proposal.

On January 29, 2024, Thoma Bravo submitted a written letter to the Everbridge Board that confirmed the $28.00 per share price previously specified in the TB Revised Verbal Proposal (the “TB Revised Proposal”) and conveyed their desire to increase the speed of the process as compared to the prior week. The TB Revised Proposal stated that the $28.00 per share offer was not open-ended and was premised on the parties expeditiously signing a definitive agreement. The letter further indicated that the TB Revised Proposal would be withdrawn if Everbridge had not agreed by 3:00 p.m., Eastern time, on January 30, 2024 to engage with Thoma Bravo in order to sign a transaction within the following 48 hours. A representative of Thoma Bravo also called Mr. Wagner that day to review the content of the TB Revised Proposal, including its stated timing requirements.

Later on January 29, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. A representative of Qatalyst Partners provided a process summary, including (i) a review of the TB Revised Proposal and (ii) an update that Specified Party I had not yet submitted a revised proposal, but had indicated that it would be providing a proposal with a specific price, rather than a range. The Transaction Committee discussed the benefits and risks of waiting for a revised Specified Party I proposal prior to responding to the TB Revised Proposal. The Transaction Committee then discussed views regarding Thoma Bravo’s capacity to increase its price and the possibility of including a go-shop provision in the merger agreement to preserve flexibility to accept an actionable alternative acquisition proposal for a potentially higher price without losing the opportunity to enter into a definitive agreement with Thoma Bravo at a committed price (particularly if Thoma Bravo continued to reiterate that the offer would be withdrawn on the timeframe indicated in the TB Revised Proposal).

Later on January 29, 2024, Specified Party I submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $29.00 per share of common stock (the “Specified Party I Revised Proposal”) (the low end of the $29.00 to $34.00 per share range that had been indicated in the Specified Party I Initial Proposal). The Specified Party I Revised Proposal noted that while Specified Party I had remaining business and confirmatory diligence items, they could complete their remaining diligence, obtain committed debt financing (assuming immediate permission to speak with lenders) and sign a transaction within 10 days of acceptance of the proposal.

Later on January 29, 2024, representatives of Qatalyst Partners spoke with a representative of Specified Party I, including to gauge the probability that Specified Party I would increase its proposed price and what additional business diligence would be needed, if any, in order for them to get to a higher price.

On January 30, 2024, a representative of Specified Party D told representatives of Qatalyst Partners that upon further discussion, any price that Specified Party D would be able to offer would likely be in the range of $27.00 to $28.00 per share, subject to debt capacity.

Also on January 30, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley reviewed the terms of the TB Revised Proposal and the Specified Party I Revised Proposal, including the timing noted in each proposal, business and confirmatory diligence remaining to be done by each party, the bidding histories of each of the parties in prior public company acquisitions and prior transactions where Thoma Bravo had been willing to enter into a go-shop. Representatives of Qatalyst Partners also noted that the Specified Party I Revised Proposal specified an assumed level of cash on Everbridge’s balance sheet at its estimated closing date that was higher than senior management’s estimation of cash as of such date. A representative of Qatalyst Partners then provided an update on discussions with Specified Parties A&B and Specified Party D, noting their prior indications with respect to price and that neither had provided a verbal indication that was above the TB

 

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Revised Proposal or the Specified Party I Revised Proposal. Members of the Everbridge Board discussed whether either of Thoma Bravo or Specified Party I would remain committed to its initial value proposal in final negotiations, as well as whether or not there was room to negotiate for a higher price with either party. Representatives of Qatalyst Partners noted that it was not likely that Thoma Bravo would move its price downward due to the actionability of its current proposal, its proposed timeline and the fact that Thoma Bravo would not require debt financing in order to sign a transaction. Representatives of Qatalyst Partners also noted that a remaining material factor that could cause price adjustment in the Specified Party I Revised Proposal would be the cost and availability of debt financing (which had also been a significant factor in the 2022 process resulting in no actionable bids) and that Specified Party I’s due diligence of the company was still ongoing. Representatives of Cooley then discussed the Everbridge Board’s fiduciary duties attendant to a review of strategic alternatives, as well as the importance of review and consideration of any actual or perceived potential conflicts of interest between bidders and senior management. Mr. Wagner then described in detail his prior relationship with Thoma Bravo, which had previously been made known to the Everbridge Board at the time of his interview process and subsequent hiring, including previous employment at a Thoma Bravo portfolio company which ended in December of 2015 after such portfolio company was sold by Thoma Bravo in December of 2013, investment in three prior funds of Thoma Bravo (unaffiliated with any current funds in the process) and that he had previously interviewed for a Chief Financial Officer position at another Thoma Bravo portfolio company. The Everbridge Board confirmed notice of the historical activity and also confirmed that no management-level post-closing employment or financial arrangements would be permitted for discussion with any bidder unless so directed by the Everbridge Board. After additional discussion, the Everbridge Board then directed Qatalyst Partners to propose to Thoma Bravo a $30.00 per share price and a go-shop provision in the definitive agreement with a 1.6% of equity value termination fee for a superior proposal received within a specified period following the signing of a definitive agreement. The Everbridge Board then met in executive session without representatives of Qatalyst Partners present. The Everbridge Board reviewed Mr. Wagner’s prior relationships with Thoma Bravo and any actual or perceived potential conflicts of interest. The Everbridge Board noted that Mr. Wagner had treated potential third parties to an acquisition with parity and made himself available to potential third parties without distinction. The Everbridge Board also reviewed Qatalyst Partners’ relationship disclosure letter that had been previously provided by Qatalyst Partners to the Everbridge Board. The Everbridge Board confirmed that none of the specific disclosure information altered or interfered with the ability of Qatalyst Partners to provide financial advisory services to Everbridge.

Following the January 30, 2024 Everbridge Board meeting, a representative of Qatalyst Partners communicated to a representative of Thoma Bravo that Thoma Bravo would need to increase its price to $30.00 per share and accept a go-shop period with a 1.6% of equity value termination fee relating to the go-shop period.

Later on January 30, 2024, representatives of Qatalyst Partners sent to representatives of Thoma Bravo a draft rider (prepared by Cooley) of the proposed go-shop provision. It included a (i) 25-day go-shop period for any third parties and (ii) a termination fee of 1.6% of equity value which would continue to apply for an additional 10-day period (beyond the initial 25-day go-shop period) with respect to a termination of the original merger agreement to enter into a superior proposal with certain third parties. Later that evening, representatives of Qatalyst Partners provided a mark-up of the Initial Draft Merger Agreement (prepared by Cooley) to representatives of Thoma Bravo, which included the previously provided go-shop provision with a 1.6% termination fee, as well as a 3.0% termination fee following the go-shop period.

Later on January 30, 2024, Thoma Bravo submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $28.60 per share of common stock (the “TB Final Proposal”). The revised written proposal indicated that Thoma Bravo was willing to accept the company’s proposed go-shop period construct and duration, subject to limiting it to parties that had submitted a written proposal or indication of interest to Everbridge within the prior six months and proposed a 2.0% of equity value termination fee relating to the go-shop period. The TB Final Proposal was again predicated on Everbridge working expeditiously to enter into a definitive agreement with Thoma Bravo within 24 to 48 hours.

 

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On January 31, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. A representative of Qatalyst Partners provided an update on discussions with Thoma Bravo and summarized the TB Final Proposal. Members of the Everbridge Board discussed the proposed price and the mechanics of a go-shop process versus a traditional “no-shop” post-signing restriction on the company. A representative of Qatalyst Partners then provided an update on discussions with Specified Party I and Specified Party D. The Transaction Committee then discussed the risk of both the cost and availability of debt financing. They also discussed and weighed the relative risk that Thoma Bravo would terminate discussions in the window of time required for Specified Party I to seek and finalize debt financing and complete its due diligence, which could leave Everbridge without a transaction if Specified Party I’s financing did not come through, and the risk of negotiating a transaction solely with Specified Party I without any competitive leverage. A representative of Qatalyst Partners then discussed which parties would constitute “specified parties” under Thoma Bravo’s counterproposal on the go-shop provision. It was the view of the Transaction Committee that this list should include Specified Parties A&B, Specified Party C, Specified Party D, Specified Party E, Specified Party F, Specified Party G, Specified Party H and Specified Party I. The Transaction Committee directed Qatalyst Partners to go back to Thoma Bravo regarding price, the termination fee relating to the go-shop period and the scope of the “specified parties” definition such that it would include each of the aforementioned parties.

Following the January 31, 2024 Transaction Committee meeting, a representative of Qatalyst Partners spoke with a representative of Thoma Bravo to convey the Transaction Committee’s direction. The representative of Thoma Bravo indicated that the $28.60 per share price was Thoma Bravo’s “best and final” price but that it was willing to accept a 1.6% termination fee relating to the go-shop period and the broader definition of “specified parties” with respect to the go-shop.

Also on January 31, 2024, representatives of Kirkland & Ellis LLP, outside legal counsel to Thoma Bravo (“K&E”), provided a draft equity commitment letter to representatives of Cooley. Later that evening, representatives of K&E also provided a revised draft merger agreement to representatives of Cooley, which included a go-shop provision with respect to specified parties and a termination fee of 1.6% relating to the go-shop provision, as well as a 3.3% termination fee following the go-shop period and generally for parties other than the specified parties.

Also on January 31, 2024, a representative of Qatalyst Partners spoke with a representative of Specified Party I to convey that they should continue to work towards completing their business diligence expeditiously.

From February 1, 2024 through February 4, 2024, representatives of Cooley and K&E exchanged multiple drafts of the merger agreement, equity commitment letter and the disclosure schedules to the merger agreement. The main points of negotiation included, among other things, the scope of the go-shop and non-solicitation provisions and regulatory commitments, including the termination date and required divestiture standards. On February 1, 2024, representatives of Cooley proposed a 3.2% termination fee following the go-shop period and generally for parties other than the specified parties, which was accepted in the revised draft of the merger agreement sent by representatives of K&E to representatives of Cooley later that same day.

On February 1, 2024, a representative of Qatalyst Partners spoke with a representative of Specified Party G, who indicated that Specified Party G had preliminary interest in revisiting a potential transaction with Everbridge and would appreciate a general update on the business from senior management as a first step in considering such a transaction.

On February 2, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners reviewed the status of the process with both Thoma Bravo and Specified Party I, including Specified Party I’s request to speak with debt financing sources, as well as the discussion representatives of Qatalyst Partners had with Specified Party G.

 

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Representatives of Cooley provided (i) a detailed review of the revised draft of the original merger agreement being negotiated with Thoma Bravo, including the remaining outstanding points that needed to be resolved in order to proceed to an executable transaction and (ii) a status update on the diligence process with both Thoma Bravo and Specified Party I. Representatives of Cooley then reviewed with the Everbridge Board the directors’ fiduciary duties attendant to a review of strategic alternatives. Mr. Brickley then provided an update on the Company Projections, which had been previously reviewed by the Transaction Committee at the January 26, 2024 meeting, including providing a review of underlying assumptions thereto. The members of the Everbridge Board again asked questions regarding the assumptions underlying the Company Projections including the assumptions underlying certain revenue growth estimates. After a robust discussion and alignment on the Company Projections, the Everbridge Board determined to approve the Company Projections at the board meeting scheduled for the weekend. Thereafter, representatives of Qatalyst Partners provided its financial analyses with respect to the TB Final Proposal. Members of the Everbridge Board and its advisors then discussed the probability of the Specified Party I Revised Proposal either increasing or decreasing, including the risk of debt financing being harder to obtain on beneficial terms. The Everbridge Board also discussed expectations regarding Everbridge’s 2023 financial results and 2024 financial guidance which had not yet been publicly announced, as well as the Everbridge Board’s expectation that the public announcement of such results and guidance could result in downward pressure on Everbridge’s stock price. Discussion ensued regarding any related resulting impact that might have on the amount that a bidder would be willing to pay for the company (i.e., if the strategic process extended past the company’s next earnings announcement scheduled for late February). The Everbridge Board and its advisors also discussed the risk of Thoma Bravo walking away from the transaction if any process was delayed beyond the streamlined timeline proposed by Thoma Bravo, as well as the weight of that risk relative to any process with Specified Party I, which remained subject to additional due diligence and obtaining commitments from debt financing sources. The Everbridge Board also discussed the benefits of the go-shop period in this specific scenario, in particular the relatively low 1.6% termination fee applicable in the event that Everbridge received a superior proposal from Specified Party I or another specified party during the go-shop period currently contemplated in the draft original merger agreement. The Everbridge Board directed senior management and its advisors to come to satisfactory resolution on the outstanding deal points and diligence matters in order to proceed to an executable transaction with Thoma Bravo by the next board meeting.

Between February 2 and February 4, 2024, representatives of Cooley and representatives of K&E finalized the original merger agreement, the original equity commitment letter and the company disclosure letter.

On February 4, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley present, to discuss the fully negotiated terms of the definitive agreement for the proposed transaction with Thoma Bravo. The Everbridge Board, after confirmation that there were no updates since the February 2 meeting discussion and review of the Company Projections, approved the Company Projections for use in connection with the evaluation of potential strategic alternatives, including the merger, and for use and reliance by Qatalyst Partners in connection with its financial analyses and opinion delivered to the Everbridge Board. Representatives of Qatalyst Partners then reviewed with the Everbridge Board its financial analyses of the merger consideration of $28.60 per share of Everbridge common stock. A representative of Cooley then presented a detailed outline of the fully negotiated definitive merger agreement and related documentation for the proposed transaction, including the resolution of any outstanding points since the February 2 meeting. After discussion among the Everbridge Board and representatives of Qatalyst Partners and Cooley, a representative of Qatalyst Partners delivered Qatalyst Partners’ opinion, that, as of such date and based upon and subject to the various limitations, qualifications and conditions set forth in the Qatalyst Partners’ written opinion, the merger consideration of $28.60 per share of Everbridge common stock to be received pursuant to, and in accordance with, the terms of the original merger agreement by Everbridge stockholders (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. After additional discussions of the proposed transaction and the financial analyses and fairness opinion and the terms of the transaction documentation summarized for the Everbridge Board at the meeting, the Everbridge Board, among other related matters, (i) determined that the original merger agreement and the transactions contemplated thereby, including the merger, were advisable, fair to and in the best interests of Everbridge and its stockholders;

 

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(ii) approved and declared advisable the original merger agreement and the transactions contemplated thereby, including the merger; (iii) approved the execution and delivery of the original merger agreement by Everbridge, the performance by Everbridge of its covenants and other obligations in the original merger agreement, and the consummation of the merger upon the terms and subject to the conditions set forth in the original merger agreement; (iv) directed that the adoption of the original merger agreement be submitted to a vote of the Everbridge stockholders at a meeting of the stockholders; and (v) recommended that the Everbridge stockholders vote in favor of the adoption of the original merger agreement and the approval of the merger in accordance with the DGCL. At the conclusion of the meeting, the Everbridge Board directed Qatalyst Partners to contact Specified Party I following the execution of the original merger agreement to notify Specified Party I that Everbridge had entered into an agreement with another party and that such agreement contained a go-shop provision.

Following the February 4, 2024 Everbridge Board meeting, the parties’ representatives finalized the original merger agreement, original equity commitment letter and company disclosure letter and entered into the original merger agreement and the original equity commitment letter.

Consistent with the Everbridge Board’s instruction, on the night of February 4, 2024, representatives of Qatalyst Partners called a representative of Specified Party I to notify them that Everbridge had entered into a merger agreement with another party. The representatives of Qatalyst did not disclose the per share price or the identity of the buyer but affirmatively stated that a 25-day go-shop period was active, during which Specified Party I could continue to refine its proposal, access debt financing sources (since the announcement of the original merger agreement would alleviate the leak risks associated with providing access to debt financing sources) and submit an acquisition proposal. In a follow-up call shortly thereafter, a representative of Specified Party I indicated to a representative of Qatalyst Partners that it would deliver a revised proposal to the Everbridge Board.

Later that night, Specified Party I submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $31.00 per share of common stock (the “Specified Party I Preliminary Go-Shop Proposal”). The Specified Party I Preliminary Go-Shop Proposal indicated that Specified Party I would require $800 million in debt financing for the transaction and did not yet include debt or equity financing commitments. Following public announcement of the entry into the original merger agreement on the morning of February 5, 2024, Everbridge allowed Specified Party I to contact debt financing sources to allow Specified Party I to seek to make a more definitive acquisition proposal with committed financing.

On the morning of February 5, 2024, representatives of Qatalyst Partners reached out to each of the third parties with which either Everbridge or Qatalyst Partners had discussions regarding a potential transaction in the prior six months, i.e., Specified Parties A&B, Specified Party C, Specified Party D, Specified Party E, Specified Party F, Specified Party G and Specified Party H. Over the course of February 5 and 6, 2024, Specified Parties A&B, Specified Party C, Specified Party D, and Specified Party G indicated that they would not participate in the go-shop process. On February 5, 2024, Specified Party E and Specified Party F expressed potential interest to representatives of Qatalyst Partners in participating in the go-shop process. Representatives of Qatalyst Partners confirmed with Specified Party F that it was no longer partnering with Third Party Z (which it had done in the 2022 sale process). Later on February 5, 2024, Specified Party E and Specified Party F were granted virtual dataroom access to complete business diligence needed in order to provide a preliminary proposal.

In the afternoon of February 5, 2024, the Transaction Committee held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley summarized the Specified Party I Preliminary Go-Shop Proposal, noting that it was at a higher price than the Specified Party I Revised Proposal but that it continued to be subject to debt financing and was not fully actionable. A representative of Qatalyst Partners noted that Specified Party I was granted access to debt financing sources and Qatalyst Partners had directed them to continue working to provide a final price and an actionable bid during the course of the go-shop period. The representative of Qatalyst Partners also provided

 

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an update on discussions with the other specified parties and noted to the extent any such parties had already passed on the opportunity to participate in the go-shop process or had expressed interest in participating in the go-shop process. Representatives of Cooley then reviewed relevant provisions of the original merger agreement, including obligations with respect to notifying Thoma Bravo of the Specified Party I Preliminary Go-Shop Proposal.

On the evening of February 5, 2024, senior management held tax and legal diligence sessions with representatives of Specified Party I and its advisors.

Also on the evening of February 5, 2024, Thoma Bravo requested permission to speak with debt financing sources, and, consistent with the Everbridge Board’s instruction, senior management granted such permission.

Also on the evening of February 5, 2024, representatives of Cooley provided notice to representatives of Thoma Bravo of the Specified Party I Preliminary Go-Shop Proposal as required by the original merger agreement (on a redacted basis in accordance with Specified Party I’s non-disclosure agreement). Later that evening, a representative of Qatalyst Partners and representatives of Thoma Bravo discussed the Specified Party I Preliminary Go-Shop Proposal.

On February 6, 2024, in the virtual dataroom for go-shop specified parties indicating interest in ongoing discussion, Everbridge provided forms of a merger agreement and equity commitment letter based on the execution versions of the Thoma Bravo definitive agreements. In addition, and due to Specified Party I’s advanced stage in the confirmatory diligence process, a form of the company disclosure letter based on the final version of the Thoma Bravo company disclosure letter was provided in the virtual dataroom (as well as additional backup diligence related thereto) and by representatives of Cooley to outside legal counsel to Specified Party I.

On February 12, 2024, Specified Party F indicated to Qatalyst Partners an ongoing desire to continue their diligence on Everbridge.

Also on February 12, 2024, a representative of Specified Party H confirmed to Qatalyst Partners that it would not be participating in the go-shop process.

Later on February 12, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. A representative of Qatalyst Partners provided an update on the go-shop process, including (i) Specified Party I’s progress in lining up debt financing sources and completing its due diligence, (ii) that Specified Party E and Specified Party F had been granted virtual dataroom access and (iii) that each of the other specified parties (Specified Parties A&B, Specified Party C, Specified Party D, Specified Party G and Specified Party H) had passed on the opportunity to engage with the company in the go-shop process. Following further discussion about the go-shop process, the Everbridge Board determined to reconvene once a revised proposal or any material updates were received.

On February 15, 2024, a representative of Specified Party E confirmed to Qatalyst Partners that it would not be bidding in the go-shop process.

On February 16, 2024, Specified Party I submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $32.00 per share of common stock (the “Specified Party I Revised Go-Shop Proposal”) and that included commitment letters for $800 million of committed debt financing. The Specified Party I Revised Go-Shop Proposal was submitted with fully executed copies of a merger agreement, company disclosure letter, equity commitment letter and debt commitment letter, which were to be held in escrow subject to termination of the original merger agreement with Thoma Bravo and acceptance of the

 

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Specified Party I Revised Go-Shop Proposal. The Specified Party I Revised Go-Shop Proposal noted that the proposal expired at 5:00 p.m., Pacific time, on February 27, 2024.

Also on February 16, 2024, a representative of Qatalyst Partners spoke with a representative of Specified Party F, who noted that Specified Party F was doing some preliminary regulatory overlap analysis to assess regulatory approval closing risk. The representative of Qatalyst Partners suggested that Specified Party F should direct its legal and regulatory counsel to speak with representatives of Cooley in order to jointly assess this risk, and the representative of Specified Party F indicated it would consider doing so at a later date.

On February 17, 2024, representatives of Cooley provided notice to representatives of Thoma Bravo of the Specified Party I Revised Go-Shop Proposal as required by the original merger agreement (on a redacted basis in accordance with Specified Party I’s non-disclosure agreement).

On February 18, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance, to discuss the Specified Party I Revised Go-Shop Proposal and the go-shop process. Representatives of Qatalyst Partners indicated that Specified Party E had confirmed it would not be providing a proposal for the company and that Specified Party F had not submitted a preliminary proposal but was continuing to evaluate a potential transaction. A representative of Qatalyst Partners then presented certain preliminary financial analyses of the Specified Party I Revised Go-Shop Proposal. Representatives of Cooley then reviewed the terms of the merger agreement and debt and equity commitment letters provided as part of the Specified Party I Revised Go-Shop Proposal, including that the proposal provided for (i) no further go-shop period, but an ongoing right until March 10, 2024 for Everbridge to terminate the merger agreement with Specified Party I (for a termination fee of $20.2 million) to enter into an agreement with a specified party with respect to a superior proposal (to the extent made prior to 11:59 p.m., Eastern time, on February 29, 2024) and (ii) specific performance limited to instances where the debt financing is available to Specified Party I, and otherwise recourse in the event of a financing failure to be a termination fee of 8% of the equity value of the transaction. A representative of Cooley then reviewed the Everbridge Board’s fiduciary duties in this context and Everbridge’s relevant obligations under the original merger agreement with Thoma Bravo. Following deliberation and discussion by the Everbridge Board and its advisors, the Everbridge Board determined that the Specified Party I Revised Go-Shop Proposal constituted a “superior proposal” pursuant to the original merger agreement and directed senior management and its advisors to inform Thoma Bravo of the same.

Following the February 18, 2024 Everbridge Board meeting, representatives of Cooley provided notice to representatives of Thoma Bravo and Specified Party I and their respective outside legal counsel that the Everbridge Board had determined, after consultation with Qatalyst Partners and Cooley, that the Specified Party I Revised Go-Shop Proposal constituted a superior proposal under the original merger agreement.

On February 20-21, 2024, at in-person meetings in Dallas, Texas that had been organized shortly following the signing of the original merger agreement, representatives of Thoma Bravo met with Mr. Wagner and others on the management team in order to discuss strategy and preliminary integration planning. None of the terms of the transaction, the Specified Party I Revised Go-Shop Proposal, the identity of Specified Party I, post-closing management team roles or compensation were discussed at this meeting. The representatives of Thoma Bravo demonstrated continued commitment to the transaction and acknowledged that Thoma Bravo was continuing to review alternatives with respect to any revised proposal.

Also on February 20, 2024, a representative of Qatalyst Partners spoke with a representative of Specified Party F, who indicated that Specified Party F was continuing to evaluate a potential transaction and the representative of Qatalyst Partners indicated that Specified Party F would need to move quickly in order to put forward a proposal if Specified Party F intended to do so. In the days following that conversation, Specified Party F’s antitrust counsel and representatives of Cooley’s antitrust team met to discuss a preliminary analysis of regulatory overlap but Specified Party F and its advisors did not provide sufficient information necessary in order to complete such an analysis. Representatives of Qatalyst Partners and Specified Party F subsequently spoke on February 23, 2024,

 

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at which point the representative of Specified Party F indicated that Specified Party F was refining its view on synergies but did not give a further indication as to whether it would be putting forward a proposal.

On February 26, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners provided an update on the go-shop process, including that Specified Party F had not submitted a preliminary proposal and had not yet meaningfully engaged with Cooley to assess and analyze material regulatory considerations in a potential transaction between Specified Party F and Everbridge. Following further discussion about the go-shop process, the Transaction Committee determined to reconvene once a revised proposal or any material updates were received.

Also on February 26, 2024, representatives of Qatalyst Partners spoke with a representative of Specified Party I and discussed the possibility that Thoma Bravo could submit a new proposal.

On the night of February 26, 2024, Thoma Bravo submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $32.00 per share of common stock (the “TB Go-Shop Matching Proposal”). The TB Go-Shop Matching Proposal (i) was submitted with fully executed copies of a revised merger agreement and revised equity commitment letter for the full transaction amount, which were to be held in escrow subject to acceptance of the TB Go-Shop Matching Proposal and (ii) noted that the TB Go-Shop Matching Proposal required fewer foreign regulatory filings and additional financing certainty than the Specified Party I Revised Go-Shop Proposal. The TB Go-Shop Matching Proposal noted that the proposal expired at 8:30 a.m., Eastern time, on February 28, 2024.

Later on the night of February 26, 2024, following receipt of the TB Go-Shop Matching Proposal, the Transaction Committee held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley reviewed the terms of the TB Go-Shop Matching Proposal, including that (i) Thoma Bravo had matched the $32.00 per share price of the Specified Party I Revised Go-Shop Proposal, (ii) the revised merger agreement removed the ability to terminate the revised merger agreement to enter into an alternative acquisition agreement with a specified party by paying a $20.2 million termination fee and (iii) that the proposal expired at 8:30 a.m., Eastern time, on February 28, 2024. Representatives of Cooley then discussed the Everbridge Board’s fiduciary duties in this context. The Transaction Committee discussed the two proposals. Following the discussion, the Transaction Committee directed Qatalyst Partners to contact Specified Party I and, without noting the specifics of the TB Go-Shop Matching Proposal, indicate that the Specified Party I Revised Go-Shop Proposal no longer constituted a “superior proposal” under the terms of the original merger agreement and request, if Specified Party I were willing to make a revised proposal, that it make an improved, fully committed proposal by the end of the day on February 27, 2024.

Following the second February 26, 2024 Transaction Committee meeting, representatives of Qatalyst Partners spoke with a representative of Specified Party I and, without noting the specifics of the TB Go-Shop Matching Proposal, indicated that the Specified Party I Revised Go-Shop Proposal would no longer constitute a “superior proposal” under the terms of the original merger agreement and requested, if Specified Party I intended to bid again, that it make a revised, fully committed proposal by the end of the day on February 27, 2024 and noted that it would be in Specified Party I’s interest to put its best foot forward in such revised proposal. The representatives of Specified Party I indicated that they would seek to submit a revised proposal on this timeframe.

On the morning of February 27, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley reviewed the TB Go-Shop Matching Proposal. Representatives of Qatalyst Partners then noted that Specified Party I indicated that it would seek to submit a revised proposal by the end of the day. Members of the Everbridge Board then discussed the differences between the two proposals, including that the Specified Party I Revised Go-Shop Proposal required debt financing multiple equity co-investors (for which financing commitments had been provided) and required an additional foreign regulatory filing (which could

 

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potentially extend the closing timeline as compared to the TB Go-Shop Matching Proposal). Following further discussion about the go-shop process, the Everbridge Board determined to reconvene once a revised proposal or any material updates were received later that day.

On February 27, 2024, Specified Party I submitted a revised written proposal to purchase 100% of the outstanding common stock of Everbridge for $34.00 per share of common stock (the “Specified Party I Final Proposal”). The Specified Party I Final Proposal was submitted with fully executed copies of a merger agreement, company disclosure letter, equity commitment letter and debt commitment letter, which were to be held in escrow subject to termination of the original merger agreement with Thoma Bravo and acceptance of the Specified Party I Final Proposal. The Specified Party I Final Proposal noted that the proposal expired at 5:00 p.m., Pacific time, on March 5, 2024. The Specified Party I Final Proposal provided for $900 million of committed debt financing.

Later on February 27, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley reviewed the terms of the Specified Party I Final Proposal, noting that other than the increased price per share and revisions to the amount of the associated debt and equity commitments, including the fact that the debt commitment amount from Specified Party I had increased to $900 million and the equity commitment amount from Specified Party I had gone down slightly, the proposal remained the same as the Specified Party I Revised Go-Shop Proposal. Representatives of Qatalyst Partners also noted that Specified Party F, the only other party remaining in the go-shop process, had expressed preliminary interest but had not provided a preliminary proposal, had not been responsive to repeated Qatalyst Partners outreach since their last conversation and had not meaningfully engaged with Cooley or provided the requested information necessary to advance a regulatory analysis, which was imperative to permit the Everbridge Board to assess the likelihood and risk of a protracted regulatory process. After discussion, the Everbridge Board concluded that at this point it was unlikely that Specified Party F would submit an actionable proposal that would be comparable in terms of closing certainty to the Specified Party I Final Proposal or the TB Go-Shop Matching Proposal. Following deliberation and discussion by the Everbridge Board and its advisors, the Everbridge Board determined that the Specified Party I Final Proposal constituted a “superior proposal” pursuant to the original merger agreement and directed senior management and its advisors to inform Thoma Bravo of the same.

Following the second February 27, 2024 Everbridge Board meeting, representatives of Cooley provided notice to representatives of Thoma Bravo and Specified Party I and their respective outside legal counsel that the Everbridge Board had determined, after consultation with Qatalyst Partners and Cooley, that the Specified Party I Final Proposal constituted a superior proposal under the original merger agreement.

On February 28, 2024, representatives of K&E reached out to representatives of Cooley to indicate that Thoma Bravo expected to submit a revised proposal and requested that representatives of Thoma Bravo have an audience with the Everbridge Board at a meeting the next day.

Later on February 28, 2024, the Transaction Committee held a meeting, with certain members of the Everbridge Board, senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Qatalyst Partners and Cooley provided updates on the go-shop process, including Thoma Bravo’s indication that it was planning to provide a revised proposal and its request to meet with the Everbridge Board the next day. Following discussion, the Transaction Committee determined to (i) grant Thoma Bravo’s request to have an audience with either the Everbridge Board or the Transaction Committee, depending on scheduling availability, and (ii) direct Qatalyst Partners to request that Specified Party I make its best and final proposal no later than the close of business the following day, which was the last day of the go-shop period under the original merger agreement, if it intended to submit a revised proposal.

Following the February 28, 2024 Transaction Committee meeting, representatives of Qatalyst Partners spoke to a representative of Specified Party I and requested that Specified Party I make its best and final proposal no later than the close of the following day if it intended to submit a revised proposal. The representative of Specified Party I

 

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noted that Specified Party I had the capacity to submit a revised proposal if it wished to, but that they might not do so, as they did not want to bid against themselves. In response, the representatives of Qatalyst Partners indicated that they expected Thoma Bravo to make a revised proposal in short order and that their expectation was that the Specified Party I Final Proposal would no longer constitute a superior proposal under the terms of the original merger agreement following that time and told Specified Party I that it should be prepared to submit a revised proposal on short notice by the afternoon of February 29, 2024. Specified Party I acknowledged this message.

Following that conversation, representatives of Cooley spoke to representatives of Specified Party I’s outside counsel and reiterated the message that, in the event that Specified Party I intended to submit any revised proposal, a best and final proposal would need to be ready to be submitted on short notice by no later than the close of business the following day. Discussion ensued about the directed timeframe. In direct follow-up to the discussion regarding the timeframe, representatives of Qatalyst Partners again contacted representatives of Specified Party I to emphasize the need for Specified Party I to be prepared to submit its best and final proposal in the directed timeframe in the form of a best and final offer with fully committed financing if it desired to submit a revised proposal. The representative of Specified Party I acknowledged the request and requested timeframe. The representatives of Qatalyst Partners again indicated their expectation that the Specified Party I Final Proposal may no longer constitute a superior proposal by the following day, and therefore Specified Party I should be prepared to make a proposal on short notice and within the requested timeframe if it wished to do so.

On February 29, 2024, a representative of K&E spoke with a representative of Cooley and indicated that Thoma Bravo’s revised proposal would be delivered verbally to the Everbridge Board, followed by confirmation in writing of the same, and would have a very short deadline for acceptance before it expired. Around the same time, a representative of Thoma Bravo spoke with Mr. Wagner and indicated that Thoma Bravo’s proposal would be at a higher price per share than the Specified Party I Final Proposal, it would be delivered verbally at the board meeting at which Thoma Bravo would present to the Everbridge Board and that if Thoma Bravo’s proposal was not accepted, it would not make another proposal. A representative of Thoma Bravo also spoke with representatives of Qatalyst Partners and delivered a similar message.

During the afternoon of February 29, 2024, the Everbridge Board, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance, held a meeting to discuss the outreach by Thoma Bravo and its representatives to Mr. Wagner, Qatalyst Partners and Cooley earlier that day. Following discussion, the Everbridge Board directed representatives of Qatalyst Partners to again indicate to Specified Party I that it would need to submit a revised proposal as soon as possible and in any event prior to the close of business that day if it wished to do so.

Following that meeting, representatives of Qatalyst Partners spoke with a representative of Specified Party I and again indicated that a board decision on a revised proposal was likely to be imminent and there would not be additional back-and-forth regarding proposals, noting that the rest of the process would take hours, not days. The representatives of Qatalyst Partners requested that Specified Party I submit any revised proposal it wished to make within an hour, consistent with the message that Qatalyst Partners had conveyed the prior evening. The representative of Specified Party I acknowledged the request.

Later in the afternoon on February 29, 2024, the Everbridge Board held a meeting, with senior management, representatives of Qatalyst Partners and representatives of Cooley in attendance. Representatives of Thoma Bravo and K&E were also in attendance at the beginning of the meeting. The representatives of Thoma Bravo verbally presented a revised proposal to purchase 100% of the outstanding common stock of Everbridge for $35.00 per share of common stock (the “TB Final Proposal”), which proposal was delivered in writing by a representative of K&E shortly following the start of the board meeting. The TB Final Proposal was otherwise on the same terms as the TB Go-Shop Matching Proposal. The representative of Thoma Bravo reviewed the positive aspects of the TB Final Proposal, namely that in addition to being at a higher price than the Specified Party I Final Proposal, the TB Final Proposal had a full equity backstop and fewer foreign regulatory filings than the Specified Party I Final Proposal. The representative of Thoma Bravo further indicated that the TB Final Proposal (i) was conditioned on Everbridge and its advisors maintaining the confidentiality of the proposal and would be

 

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withdrawn and void if Everbridge did not keep the proposal confidential or if they contacted any other parties before accepting the proposal and (ii) would expire in approximately one hour, at 5:15 p.m., Eastern time, on February 29, 2024, if not earlier accepted. Following their review of the TB Final Proposal, the representatives of Thoma Bravo and K&E left the meeting. The Everbridge Board then discussed the terms of the TB Final Proposal and the Specified Party I Final Proposal and whether to request an improved proposal from Specified Party I in the short time prior to the expiration of the TB Final Proposal (in less than one hour). The Everbridge Board reflected that the go-shop period resulted in five additional proposals from the two parties after entry into the original merger agreement. It also noted that the TB Final Proposal was $6.40 per share higher than the original per share price of $28.60 and its belief that the TB Final Proposal was the highest price reasonably available taking into account the terms of the two proposals and the context of and specific events of the go-shop period. It was noted that representatives of Qatalyst Partners and Cooley had requested on multiple occasions that Specified Party I submit its best and final proposal by the close of business that day and that Specified Party I had not done so or indicated that it would do so. Discussion ensued regarding the likelihood that any revised proposal by Specified Party I would be a fully committed revised proposal. Following discussion of various options available to it, the Everbridge Board determined that the risks of an additional approach to Specified Party I outweighed the chance of any incremental potential benefit to the Everbridge stockholders, given the potential countervailing detriment that could occur from losing the Thoma Bravo proposal (particularly in light of the confidentiality and expiration terms of the TB Final Proposal). Following that determination, representatives of Qatalyst Partners then reviewed with the Everbridge Board its financial analyses of the merger consideration of $35.00 per share of Everbridge common stock and delivered Qatalyst Partners’ opinion, that, as of such date and based upon and subject to the various limitations, qualifications and conditions set forth in the Qatalyst Partners’ written opinion, the merger consideration of $35.00 per share of Everbridge common stock to be received pursuant to, and in accordance with, the terms of the merger agreement by Everbridge stockholders (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders (for more information, see the section of this proxy statement captioned “The Merger—Opinion of Qatalyst Partners LP”). Thereafter, the Everbridge Board, among other related matters, (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, were advisable, fair to and in the best interests of Everbridge and its stockholders; (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger; (iii) approved the execution and delivery of the merger agreement by Everbridge, the performance by Everbridge of its covenants and other obligations in the merger agreement, and the consummation of the merger upon the terms and subject to the conditions set forth in the merger agreement; (iv) directed that the adoption of the merger agreement be submitted to a vote of the Everbridge stockholders at a meeting of the stockholders; and (v) recommended that the Everbridge stockholders vote in favor of the adoption of the merger agreement and the approval of the merger in accordance with the DGCL.

Following the February 29, 2024 Everbridge Board meeting, the parties entered into the merger agreement and the equity commitment letter after the close of business on February 29, 2024.

The parties then announced the revised transaction on the morning of March 1, 2024. Following the execution of the merger agreement and the announcement of the transaction, representatives of Qatalyst Partners terminated virtual dataroom access and sent customary return or destroy notices to each of the specified parties that was granted virtual dataroom access, whether prior to or after the entry into the original merger agreement.

Recommendation of the Everbridge Board and Reasons for the Merger

Recommendation of the Everbridge Board

On February 29, 2024, the Everbridge Board: (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Everbridge and its stockholders; (2) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger; (3) approved the execution and delivery of the merger agreement by Everbridge, the performance by Everbridge of its covenants and other obligations thereunder, and the consummation of the merger upon the terms and subject to the conditions set forth therein; (4) directed that the adoption of the merger

 

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agreement be submitted to a vote of the stockholders of Everbridge at a meeting thereof; and (5) recommended that the stockholders of Everbridge vote in favor of the adoption of the merger agreement and the approval of the merger in accordance with the DGCL.

The Everbridge Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Everbridge to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Reasons for the Merger

In evaluating the merger agreement and the merger, the Everbridge Board consulted with Everbridge management, as well as representatives of each of Qatalyst Partners and Cooley. In recommending that Everbridge stockholders vote “FOR” the adoption of the merger agreement, the Everbridge Board considered and analyzed a number of factors, including the factors provided below (which factors are not necessarily presented in order of relative importance). Based on these consultations, considerations and analyses, including the factors discussed below, the Everbridge Board concluded that entering into the merger agreement was advisable, fair to and in the best interests of Everbridge and its stockholders.

The Everbridge Board considered the following factors and benefits that supported its determination and recommendation:

 

   

Merger Consideration. The value of the per share merger consideration of $35.00 per share to be received by Everbridge stockholders, which represents:

 

   

a premium of approximately 47% over Everbridge’s closing share price on February 2, 2024, the last full trading day prior to the transaction announcement under the original merger agreement;

 

   

a premium of approximately 62% over the volume weighted average price of Everbridge stock for the 90-day period ending February 2, 2024; and

 

   

an increase of $6.40 per share above the merger consideration of $28.60 per share contemplated by the original merger agreement.

 

   

Results of Strategic Review Process. The Everbridge Board’s comprehensive strategic review process, conducted together with senior management and its advisors, for soliciting and responding to offers from potential counterparties in an effort to obtain the best value reasonably available to Everbridge’s stockholders. The Everbridge Board considered that, at the Everbridge Board’s direction, senior management and Qatalyst Partners affirmatively engaged with 13 strategic acquirers and 23 financial sponsors since 2022 with respect to a potential acquisition of Everbridge, and that of those third parties, since 2022, two strategic acquirers and 20 financial sponsors entered into non-disclosure agreements with Everbridge and were provided with an opportunity to conduct due diligence, including conducting management diligence sessions based on non-public diligence information with members of Everbridge’s management (as described in the section of this proxy statement captioned “The Merger—Background of the Merger”). The Everbridge Board also considered that the per share merger consideration of $35.00 was the highest price received in a proposal from a third party since Everbridge restarted discussions with potential acquirors in 2023 and represented a significant increase as compared to the per share price of $28.60 provided for in the original merger agreement.

 

   

Results of “Go-Shop” Process. The Everbridge Board also considered the fact that Everbridge negotiated for the right to actively solicit proposals from certain parties during the go-shop period under the original merger agreement and that alternative proposals were received during the go-shop period, noting that the per share price of $35.00 was higher than the price proposed by any third parties during the go-shop period and that only one third party other than Thoma Bravo made acquisition proposals during the go-shop period.

 

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Potential Strategic Alternatives. The assessment of the Everbridge Board that none of the possible alternatives to the merger (including the possibility of continuing to operate Everbridge as an independent company or pursuing a different transaction, and the desirability and perceived risks of those alternatives, as well as the potential benefits and risks to Everbridge’s stockholders of those alternatives and the timing and likelihood of effecting such alternatives) was reasonably likely to present superior opportunities for Everbridge to create greater value for our stockholders, taking into account execution risks as well as business, competitive, financial, industry, legal, market and regulatory risks.

 

   

Business, Financial Condition, Prospects and Execution Risks. The belief of the Everbridge Board, after a thorough review of Everbridge’s business, current, historical and projected financial condition, results of operations, competitive landscape, execution risks and financial condition, and discussions with Everbridge’s management and advisors, that the value offered to Everbridge’s stockholders pursuant to the merger agreement is more favorable to Everbridge’s stockholders than the potential long-term and sustainable value that might have resulted from remaining an independent public company, considering (among other things):

 

   

the likelihood that management’s business plan and the 2022 strategic realignment previously approved by the Everbridge Board could be achieved in the face of operational and execution risks in the short and long term, including the ability to achieve certain sales targets and maintain market share while streamlining operations and reducing headcount, facilities and other third-party spend as contemplated by the 2022 strategic realignment;

 

   

the impact of recent changes in Everbridge’s senior management team on its business;

 

   

new and evolving competition in the critical event management market and challenges to acquiring or retaining customers;

 

   

the challenges associated with integrating Everbridge’s historical strategic acquisitions and the impact of unknown or contingent liabilities related to Everbridge’s historical strategic acquisitions;

 

   

the risks relating to the financing of Everbridge, taking into account the fact that Everbridge has not been profitable on a consistent basis historically and may not achieve or maintain profitability in the future, which risks include, but are not limited to, the failure to obtain necessary outside financing on favorable terms, or at all, increases in market interests rates, or volatility in the market price and volume of our common stock; and

 

   

the impact of other market, customer and competitive trends on Everbridge.

 

   

Cash Consideration and Certainty of Value. The consideration to be received by our stockholders in the merger consists entirely of cash, which provides certainty of value and immediate liquidity at an attractive premium to the market price while effectively eliminating the long-term business and execution risk of continuing to operate on a standalone basis, including in respect of growth and cost savings opportunities and the uncertainty of trading prices of our common stock. The Everbridge Board also considered that the amount of cash to be received for each outstanding share of our common stock is fixed and will not be reduced if the share price of our common stock declines prior to the effective time of the merger.

 

   

Highest Value Reasonably Obtainable. The belief of the Everbridge Board that the per share merger consideration represents the highest value reasonably obtainable for the shares of our common stock, taking into account: (1) the Everbridge Board’s familiarity with the business, operations, prospects, business strategy, assets, liabilities and general financial condition of Everbridge on a historical and prospective basis; (2) Thoma Bravo’s statements during arm’s-length negotiations that if its $35.00 per share proposal was not accepted, it would not make another proposal, (3) the prior 2022 sale process, which yielded no actionable proposals, (4) Everbridge’s discussion, in 2023 and 2024, with certain bidders from the 2022

 

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transaction process as well as a new bidder prior to the signing of the original merger agreement and (5) Everbridge’s ability to continue to solicit proposals from those certain bidders during the go-shop period under the original merger agreement and the proposals made by a bidder and the absence of any proposals from other bidders during the go-shop period.

 

   

Bidding and “Go-Shop” Process. The Everbridge Board considered that it had held arm’s-length negotiations with Thoma Bravo and other bidders throughout the process leading up to the signing of the original merger agreement and during the go-shop period under the original merger agreement and had been able to obtain four additional price increases since Thoma Bravo had made its initial definitive proposal to acquire the company. The Everbridge Board therefore determined, with the assistance of experienced legal and financial advisors, that it had obtained the best terms and highest price that Thoma Bravo was willing to pay for Everbridge following a thorough process. The Everbridge Board also considered its belief that entering into the original merger agreement with a go-shop period allowed the Everbridge Board to secure a transaction at $28.60 per share, which was an attractive premium to the market price of Everbridge common stock prior to the Everbridge Board’s approval of the original merger agreement, while allowing the Everbridge Board to continue to actively solicit proposals from certain parties during the go-shop period under the original merger agreement, which led to entering into the merger agreement providing for a price of $35.00 per share after receiving superior proposals under the original merger agreement.

 

   

Fairness Opinion of Qatalyst Partners. The written opinion of Qatalyst Partners delivered to the Everbridge Board, dated February 29, 2024, that, as of such date and based upon and subject to the various qualifications, assumptions, limitations and other matters considered in the preparation thereof, the per share consideration of $35.00 in cash to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of our common stock was fair, from a financial point of view, to such holders. The opinion is more fully described in the section of this proxy statement captioned “The Merger—Opinion of Qatalyst Partners LP” and the full text of the opinion is attached as Annex B to this proxy statement.

 

   

Negotiations with Parent and Terms of the Merger Agreement. The terms and conditions of the merger agreement, which was the product of arms’-length negotiations with Thoma Bravo, including:

 

   

The Everbridge Board’s belief that the terms of the merger agreement would be unlikely to deter third parties from making a superior proposal.

 

   

Everbridge’s ability under certain circumstances to furnish information to, and conduct negotiations with, third parties submitting unsolicited alternative acquisition proposals.

 

   

The Everbridge Board’s ability, under certain circumstances, to change, withdraw or modify its recommendation that our stockholders vote in favor of the adoption of the merger agreement.

 

   

Everbridge’s ability, under certain circumstances, to terminate the merger agreement to enter into an alternative acquisition agreement. In that regard, the Everbridge Board believed that the termination fee payable by Everbridge in such instance is reasonable, consistent with or below similar fees payable in comparable transactions, and not preclusive of other offers, especially considering that the original merger agreement provided for a reduced termination fee of $20.2 million if an alternative acquisition agreement was entered into during a specified period with certain third parties.

 

   

The requirement that approval of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock.

 

   

The limited conditions to Parent’s obligation to consummate the merger, including the absence of a financing condition, making the merger reasonably likely to be consummated.

 

   

The fact that Thoma Bravo agreed to provide a full equity backstop for the full purchase price. Conversely, the Everbridge Board considered the fact that the competing acquisition proposal

 

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from Specified Party I required third-party lenders to enter into definitive loan documentation and fund debt commitments.

 

   

Everbridge’s ability to specifically enforce Parent’s obligation to cause the equity financing to be funded as contemplated by the merger agreement and the equity commitment letter, including Everbridge’s third-party beneficiary rights to enforce the Thoma Bravo Fund equity commitment under the equity commitment letter in accordance with its terms and the terms of the merger agreement, noting that such rights were not subject to the availability of debt financing, unlike the proposals made by Specified Party I.

 

   

The termination date of August 4, 2024 (subject to extension under certain circumstances to November 4, 2024), which is expected to allow for sufficient time to complete the merger.

 

   

The terms of the merger agreement provide sufficient operating flexibility to Everbridge to conduct its business in the ordinary course until the earlier of the consummation of the merger or the termination of the merger agreement.

 

   

Timing of Completion. The Everbridge Board considered the anticipated timing of the consummation of the transactions contemplated by the merger agreement and the structure of the transaction as a merger and concluded that the merger could be completed in a reasonable timeframe and in an orderly manner. The Everbridge Board also considered that the potential for closing the merger in a reasonable timeframe could reduce the amount of time in which Everbridge’s business would be subject to the potential uncertainty of closing and related disruption. The Everbridge Board also noted that the competing acquisition proposals presented by Specified Party I would have required an additional regulatory approval compared to the regulatory approvals required to be obtained to consummate the merger with Thoma Bravo.

 

   

Business Reputation of Thoma Bravo. The belief of the Everbridge Board that the business reputation and financial resources of Thoma Bravo were factors that supported the conclusion that a transaction with Parent (which is an affiliate of Thoma Bravo) could be completed quickly and in an orderly manner and had a substantial likelihood of being consummated successfully. The Everbridge Board also determined that Thoma Bravo’s business reputation and financial resources provided sufficient comfort that the equity financing would be available at the closing of the merger.

 

   

Appraisal Rights. The appraisal rights under Section 262 of the DGCL in connection with the merger available to our stockholders (including beneficial owners of shares of our common stock) who timely and properly exercise such appraisal rights under the DGCL if certain conditions are met.

The Everbridge Board also considered a number of uncertainties and risks and other potentially negative factors, including the following:

 

   

Risks Associated with Failure to Consummate the Merger. The possibility that the merger might not be consummated, and if it is not consummated, that: (1) Everbridge’s directors, management team and other employees will have expended extensive time and effort and will have experienced significant distractions from their work on behalf of Everbridge during the pendency of the merger; (2) Everbridge will have incurred significant transaction costs; (3) Everbridge’s continuing business relationships with customers, business partners and employees may be adversely affected; (4) the trading price of our common stock could be adversely affected; (5) the other contractual and legal remedies available to Everbridge in the event of the termination of the merger agreement may be insufficient, costly to pursue or both; and (6) the failure of the merger to be consummated could result in an adverse perception among our customers, potential customers, employees and investors, which could cause an adverse impact on our operating results.

 

   

Risks Associated with Required Regulatory Approvals. The possibility that regulatory agencies may delay, object to or challenge the merger or may seek to impose terms and conditions on their approvals that are not acceptable to Parent. In this regard, the Everbridge Board considered the provisions of the

 

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merger agreement related to obtaining the regulatory approvals required to complete the merger, including that the merger agreement did not provide for a regulatory termination fee payable by Parent in the event the merger agreement was terminated in certain circumstances at a time when the applicable required regulatory approvals required to complete the merger had not been obtained.

 

   

No Stockholder Participation in Future Growth or Earnings. The nature of the merger as a cash transaction means that our stockholders will not participate in Everbridge’s future earnings or growth and will not benefit from any appreciation in value of the surviving corporation following the merger. The Everbridge Board also considered the other potential alternative strategies available to Everbridge as an independent company, which, despite significant uncertainty, had the potential to result in a more successful and valuable company.

 

   

Restrictions on the Ability of Everbridge to Solicit Alternative Proposals. The restrictions in the merger agreement on Everbridge’s ability to solicit competing proposals from third parties (subject to certain exceptions to allow the Everbridge Board to exercise its fiduciary duties and to accept a superior proposal, and then only upon the payment of a termination fee); noting, however, that the original merger agreement permitted Everbridge to solicit competing proposals with any third party that contacted or had material discussions with Everbridge or Qatalyst Partners regarding a potential acquisition proposal within the six month period prior to February 4, 2024, and while the terms of two such third party proposals were determined to be superior to those contemplated by the original merger agreement, no such third party made an acquisition proposal on more favorable terms than those contemplated by the merger agreement in the time period from the execution of the original merger agreement to the entry into the merger agreement.

 

   

Parent Liability Limitation. That the merger agreement provides that the maximum aggregate liability of Parent for breaches under the merger agreement or equity commitment letter will not exceed, in the aggregate for all such breaches, the parent liability limitation.

 

   

Impact of Interim Restrictions on Everbridge’s Business Pending the Completion of the Merger. The restrictions on the conduct of Everbridge’s business prior to the consummation of the merger, which may delay or prevent us from undertaking strategic initiatives before the completion of the merger that, absent the merger agreement, Everbridge might have pursued.

 

   

Effects of the Merger Announcement. The effects of the public announcement of the merger, including the: (1) effects on Everbridge’s employees, customers, operating results and stock price; (2) impact on Everbridge’s ability to attract and retain management, sales and marketing and technical personnel; and (3) potential for litigation in connection with the merger.

 

   

Termination Fee Payable by Everbridge. The requirement that Everbridge pay Parent a termination fee of $50 million under certain circumstances following termination of the merger agreement, including if the Everbridge Board terminates the merger agreement to accept a superior proposal. The Everbridge Board considered the potentially dampening effect that this termination fee could have on a third party’s interest in making a proposal to acquire Everbridge; noting, however, that the original merger agreement was negotiated to ameliorate such potential deterrence by reducing the amount of the termination fee to $20.2 million if an alternative acquisition agreement was entered into during a specified period with any third party that contacted or had material discussions with Everbridge or Qatalyst Partners regarding a potential acquisition proposal within the six month period prior to February 4, 2024, and while Everbridge received two such acquisition proposals, the terms of which were determined to be superior to those contemplated by the original merger agreement, no third party made an acquisition proposal on more favorable terms than those contemplated by the merger agreement during that period.

 

   

Taxable Consideration. The receipt of cash in exchange for shares of our common stock in the merger will be a taxable transaction for U.S. federal income tax purposes for many Everbridge stockholders.

 

   

Interests of Everbridge’s Directors and Executive Officers. Interests that Everbridge’s directors and executive officers may have in the merger, which may be different from, or in addition to, those of our

 

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other stockholders. For more information, see the section of this proxy statement captioned “The Merger—Interests of Everbridge’s Directors and Executive Officers in the Merger.”

 

   

Transaction Costs. Everbridge has incurred and will incur substantial costs in connection with the transactions contemplated by the merger agreement, even if the transactions are not consummated.

 

   

Potential Loss of Key Management. The possible loss of key management or other personnel of Everbridge during the pendency of the merger.

This discussion is not meant to be exhaustive. Rather, it summarizes the material reasons and factors evaluated by the Everbridge Board in its consideration of the merger. After considering these and other factors, the Everbridge Board concluded that the potential benefits of entering into the merger agreement outweighed the uncertainties and risks. In light of the variety of factors considered by the Everbridge Board and the complexity of these factors, the Everbridge Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Everbridge Board applied his or her own personal business judgment to the process and may have assigned different relative weights to the different factors. The Everbridge Board adopted and approved the merger agreement and the merger, and recommended that Everbridge stockholders adopt the merger agreement, based upon the totality of the information presented to, and considered by, the Everbridge Board. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Opinion of Qatalyst Partners LP

Everbridge retained Qatalyst Partners to act as financial advisor to the Everbridge Board in connection with a potential transaction such as the merger and to evaluate whether the per share price of $35.00 to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Everbridge selected Qatalyst Partners to act as Everbridge’s financial advisor based on Qatalyst Partners’ extensive expertise, knowledge of the industry in which Everbridge operates and experience advising technology companies in connection with potential strategic transactions and stockholder activism. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Everbridge Board on February 29, 2024, Qatalyst Partners rendered to the Everbridge Board its oral opinion, subsequently confirmed in writing, to the effect that, as of February 29, 2024, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders.

The full text of Qatalyst Partners’ written opinion, dated February 29, 2024, is attached to this proxy statement as Annex B and is incorporated herein by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. Everbridge stockholders should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Everbridge Board and addresses only, based upon and subject to the various other assumptions, qualifications, limitations and other matters set forth therein, the fairness, from a financial point of view, of the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent) to such holders, and it does not address any other aspect of the merger. It does not constitute a recommendation as to how any holder of shares of Everbridge common stock should vote with respect to the merger or any other matter and does not in any manner address the price at which Everbridge common stock will trade at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex B.

 

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In arriving at its opinion, Qatalyst Partners reviewed a draft of the merger agreement, certain related documents and certain publicly available financial statements and other business and financial information of Everbridge. Qatalyst Partners also reviewed the Company Projections (as defined in the section of this proxy statement captioned “The Merger—Unaudited Prospective Financial Information”). Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Everbridge with senior management of Everbridge. Qatalyst Partners also reviewed the historical market prices and trading activity for Everbridge common stock and compared the financial performance of Everbridge and the prices and trading activity of Everbridge common stock with that of certain other selected publicly traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by Everbridge. With respect to the Company Projections, Qatalyst Partners was advised by Everbridge’s management, and Qatalyst Partners assumed based on discussions with Everbridge’s management and the Everbridge Board, that the Company Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Everbridge management of the future financial performance of Everbridge and other matters covered thereby. Qatalyst Partners assumed that the terms of the draft merger agreement reviewed by Qatalyst Partners would not differ materially from the final executed merger agreement, and that the merger will be consummated in accordance with the terms set forth in the merger agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Everbridge or the contemplated benefits expected to be derived in the merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Everbridge or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of Everbridge management as to the existing and future technology and products of Everbridge and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by its opinion committee in accordance with its customary practice.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, February 29, 2024. Events occurring after February 29, 2024, may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not been asked and has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of Everbridge to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Everbridge. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent), and Qatalyst Partners expressed no opinion with respect to the fairness of the compensation to any of the officers, directors or employees of Everbridge or any of its affiliates, or any class of such persons, relative to such consideration.

The following is a summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated February 29, 2024. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized, among other things, the Company Projections, described in the section of this proxy statement captioned “The Merger—Unaudited Prospective Financial Information.” Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative

 

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description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Everbridge common stock as of December 31, 2023 (which is the end of Everbridge’s most recent completed fiscal quarter), using mid-period convention, by:

 

   

adding:

 

  a)

the implied net present value of the estimated future unlevered free cash flows (which are referred to as the “UFCF”) of Everbridge based on the Company Projections for calendar year 2024 through calendar year 2027 (which implied present value was calculated using a range of discount rates of 11.0% to 12.0%), based on an estimated weighted average cost of capital for Everbridge calculated utilizing the capital asset pricing model and inputs based on Qatalyst Partners’ professional judgment;

 

  b)

the implied net present value of a corresponding terminal value of Everbridge, calculated by multiplying Everbridge’s estimated UFCF in calendar year 2028, based on the Company Projections, by a range of fully diluted enterprise value to next-twelve-months’ estimated UFCF multiples of 12.0x to 19.5x (which was chosen based on Qatalyst Partners’ professional judgment and experience), and discounted to present value using the same range of discount rates used in item (a) above; and

 

  c)

the cash and cash equivalents of Everbridge as of December 31, 2023, as provided by Everbridge management;

 

   

subtracting debt, consisting of Everbridge’s senior convertible notes due 2024 and 2026, as of December 31, 2023 as provided by Everbridge management; and

 

   

dividing the resulting amount by the number of fully diluted shares of Everbridge common stock outstanding (calculated using the treasury stock method, taking into account the restricted stock units, performance-based restricted stock units (assuming all vest at 100% of target attainment) and in-the-money stock options as of February 14, 2024, all as provided by Everbridge management, with each of the above-referenced estimated future UFCFs and terminal value having also been adjusted for the degree of estimated dilution to current stockholders through each respective applicable period (which totaled approximately 13% in the case of the terminal value) due to the estimated net effects of equity issuances and cancellations related to future equity compensation, based on estimates of future dilution provided by Everbridge management.

Based on the calculations set forth above, this analysis implied a range of values for Everbridge common stock of approximately $18.80 to $31.94 per share.

Selected Companies Analysis

Qatalyst Partners reviewed and compared selected financial information and public market multiples for Everbridge with publicly available financial information and public market multiples for selected companies. The companies used in this comparison were those companies listed below, which were selected by Qatalyst Partners in its professional judgment based on factors including that they are publicly traded companies in similar lines of business to Everbridge, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

Based upon third-party research analyst consensus estimates as of February 28, 2024 (which we refer to as the “Analyst Projections”) and using the closing prices as of February 28, 2024, for shares of the selected companies,

 

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Qatalyst Partners calculated, among other things, the fully diluted enterprise value divided by (i) the estimated consensus revenue for calendar year 2024 (which are referred to as the “CY2024E Revenue Multiples”) and (ii) the estimated consensus EBITDA (which we refer to as “Adjusted EBITDA”) for calendar year 2024 (which are referred to as the “CY2024E Adjusted EBITDA Multiples”), for each of the selected companies, as well as the fully diluted equity value divided by the estimated consensus levered free cash flow for calendar year 2024 (which we refer to as the “CY2024E LFCF Multiples”), for each of the selected companies, as shown below:

 

Selected Companies

   CY2024E
Revenue
Multiple
     CY2024E
Adjusted
EBITDA
Multiple
     CY2024E
LFCF
Multiple
 

Selected Software Companies

        

Twilio, Inc.

     1.9x        10.0x        25.6x  

RingCentral, Inc.

     2.1x        8.4x        8.5x  

Alarm.com Holdings, Inc.

     4.1x        23.3x        35.0x  

PagerDuty, Inc.(1)

     4.6x        23.8x        24.1x  

Zuora Inc.

     3.1x        18.1x        20.2x  

Yext, Inc.

     1.6x        11.6x        22.6x  

Domo, Inc.

     1.6x        23.5x        —   

Selected Mature Software Companies

        

Zoom Video Communications, Inc.

     3.4x        8.6x        15.7x  

DocuSign, Inc.

     3.9x        14.1x        17.3x  

Open Text Corporation

     3.2x        8.7x        12.5x  

Dropbox, Inc.

     3.7x        9.2x        10.8x  

Zoominfo Technologies, Inc.

     5.7x        14.0x        15.1x  

Box Inc.

     4.4x        14.1x        14.0x  

Blackbaud Inc.

     3.8x        11.4x        14.1x  

TeamViewer AG

     4.2x        9.0x        11.7x  

Note: “—” means not publicly available or not meaningful. Multiples greater than 75.0x considered not meaningful.

 

(1)

PagerDuty unaffected share price as of January 9, 2023, the last trading day prior to the release of a Bloomberg News article regarding take-private rumors.

Based on an analysis of the CY2024E Revenue Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 2.0x to 3.5x. Qatalyst Partners then applied this range to each of Everbridge’s estimated revenue for calendar year 2024, based on the Company Projections, and the Analyst Projections. Based on the fully diluted shares of Everbridge common stock outstanding as of February 14, 2024 (calculated utilizing the same methodology as used in the section of this proxy statement captioned “The Merger Agreement—Opinion of Qatalyst Partners LP—Discounted Cash Flow Analysis”) as provided by Everbridge’s management, this analysis implied a range of values for Everbridge common stock of approximately $15.41 to $31.07 per share based on the Company Projections, and approximately $15.52 to $31.25 per share based on the Analyst Projections.

Based on the analysis of the CY2024E Adjusted EBITDA Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative range of 8.5x to 15.0x and applied this range to each of Everbridge’s estimated calendar year 2024 Adjusted EBITDA, based on the Company Projections, and based on the Analyst Projections. Based on the number of fully diluted shares of Everbridge common stock (calculated utilizing the same methodology as used in the section of this proxy statement captioned “The Merger Agreement—Opinion of Qatalyst Partners LP—Discounted Cash Flow Analysis”), as provided by Everbridge’s management, this analysis implied a range of per share values for Everbridge common stock of approximately $15.91 to $32.25 based on the Company Projections and approximately $14.23 to $29.28 based on the Analyst Projections.

 

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Based on the analysis of the CY2024E LFCF Multiples for each of the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative range of 11.0x to 18.5x and applied this range to each of Everbridge’s estimated calendar year 2024 levered free cash flow, based on the Company Projections, and based on the Analyst Projections. Based on the number of fully diluted shares of Everbridge common stock (calculated utilizing the same methodology as used in the section of this proxy statement captioned “The Merger Agreement—Opinion of Qatalyst Partners LP—Discounted Cash Flow Analysis”) as of February 14, 2024, as provided by Everbridge’s management, this analysis implied a range of per share values for Everbridge common stock of approximately $15.13 to $25.44 based on the Company Projections and approximately $16.79 to $28.23 based on the Analyst Projections.

No company included in the selected companies analysis is identical to Everbridge. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Everbridge, such as the impact of competition on Everbridge’s business and the industry in general, industry growth and the absence of any material adverse change in Everbridge’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Selected Transactions Analysis

Qatalyst Partners compared 30 selected public company transactions, including transactions involving companies participating in similar lines of business to Everbridge or with similar business models, similar financial performance or other relevant or similar characteristics. 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 as a multiple of the actual revenue from the last completed twelve-months of such target company (which we refer to as the “LTM Revenue Multiples”); (2) the implied fully diluted enterprise value of the target company as a multiple of the actual adjusted EBITDA from the last completed twelve-months of such target company (which we refer to as the “LTM Adjusted EBITDA Multiples”); (3) the implied fully diluted equity value of the target company as a multiple of the actual levered free cash flow from the last completed twelve-months of such target company (which we refer to as the “LTM LFCF Multiples”); (4) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-12-months’ revenue of such target company (which we refer to as the “NTM Revenue Multiples”); (5) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-12 months’ adjusted EBITDA of such target company (which we refer to as the “NTM Adjusted EBITDA Multiples”); and (6) the implied fully diluted equity value of the target company as a multiple of third-party research analyst consensus estimates of the next-12-months levered free cash flow of the target company (which we refer to as the “NTM LFCF Multiples”).

 

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Table of Contents
Announcement
Date
 

Target

 

Acquiror

  LTM
Revenue
Multiple
    LTM
Adjusted
EBITDA
Multiple
    LTM
LFCF
Multiple
    NTM
Revenue
Multiple
    NTM
Adjusted
EBITDA
Multiple
    NTM
LFCF
Multiple
 
02/12/19   Ellie Mae Inc.   Thoma Bravo     7.0x       27.4x       —        6.8x       31.0x       —   
09/21/23   Splunk Inc.   Cisco Systems, Inc.     7.7x       33.1x       35.0x       7.1x       30.9x       29.3x  
06/01/21   Cloudera, Inc.   Kohlberg Kravis Roberts & Co. L.P. & Clayton, Dubilier & Rice, LLC     5.5x       26.8x       22.1x       5.2x       30.4x       41.9x  
03/06/18   CommerceHub, Inc.   GTCR LLC & Sycamore Partners Management L.P.     9.4x       23.1x       30.1x       8.6x       20.5x       26.8x  
05/04/22   Black Knight, Inc.   Intercontinental Exchange, Inc.     10.5x       21.4x       38.3x       9.7x       19.7x       28.2x  
09/19/16   Infoblox Inc.   Vista Equity Partners Management, LLC     3.8x       27.1x       26.9x       3.7x       19.4x       21.9x  
08/05/21   Cornerstone OnDemand, Inc.   Clearlake Capital Group, L.P.     6.3x       19.1x       21.0x       5.9x       18.8x       18.4x  
11/27/17   Barracuda Networks Inc.   Thoma Bravo     3.8x       20.7x       30.5x       3.6x       18.8x       21.5x  
04/07/15   Informatica Corporation   Permira Holdings Limited & CPP Investments     4.7x       18.2x       25.0x       4.3x       18.1x       22.1x  
02/02/15   Advent Software, Inc.   SS&C Technologies Holdings, Inc.     6.8x       19.3x       24.0x       6.4x       18.0x       24.1x  
03/13/23   Momentive Global Inc.   STG Partners, LLC     3.1x       24.0x       —        3.0x       16.0x       17.0x  
01/31/22   Citrix Systems, Inc.   Evergreen Coast Capital Corp. & Vista Equity Partners Management, LLC     5.2x       16.0x       24.4x       5.1x       16.0x       17.9x  
05/26/22   VMware, Inc.   Broadcom Inc.     5.5x       14.9x       15.4x       5.1x       15.1x       16.6x  
11/25/14   Advanced Computer Software Group Ltd.   Vista Equity Partners Management, LLC     3.6x       15.7x       21.0x       3.5x       14.9x       19.2x  
05/04/23   Software AG   Silver Lake     2.8x       14.5x       —        2.6x       14.4x       37.5x  
12/20/21   Cerner Corporation   Oracle Corporation     5.1x       15.4x       24.4x       4.8x       14.1x       23.9x  
08/09/23   Avid Technology, Inc.   STG Partners, LLC     3.3x       18.7x       —        3.0x       13.8x       22.3x  
12/23/18   MYOB Group Limited   Kohlberg Kravis Roberts & Co. L.P.     5.4x       12.8x       22.7x       4.9x       12.1x       27.5x  
04/07/22   CDK Global, Inc.   Brookfield Asset Management Inc.     4.7x       12.3x       22.6x       4.5x       12.0x       —   
12/09/11   Blue Coat Systems, Inc.   Thoma Bravo     2.0x       10.7x       13.3x       2.0x       11.6x       18.8x  
11/18/13   UNIT4 NV   Advent International     2.6x       11.7x       12.9x       2.4x       11.6x       28.4x  
12/15/14   Riverbed Technology Inc.   Thoma Bravo     3.3x       12.5x       18.8x       3.2x       11.5x       15.5x  
07/11/18   CA, Inc.   Broadcom Inc.     4.3x       11.4x       16.4x       4.3x       11.2x       17.3x  
07/02/12   Quest Software, Inc.   Dell Inc.     2.7x       11.6x       17.7x       2.5x       10.9x       12.8x  
04/26/11   Lawson Software, Inc.   Infor (Golden Gate Capital)     2.5x       12.3x       15.3x       2.4x       10.8x       14.3x  
12/17/19   LogMeIn, Inc.   Francisco Partners     3.5x       10.5x       13.7x       3.4x       10.7x       14.0x  
11/11/19   Carbonite, Inc.   Open Text Corporation     2.8x       11.5x       11.9x       2.7x       9.8x       13.1x  
09/02/14   Compuware Corporation   Thoma Bravo     3.4x       12.2x       16.9x       3.4x       9.8x       —   
07/07/16   AVG Technologies N.V.   Avast Holding B.V.     3.4x       10.2x       16.5x       3.2x       9.0x       13.2x  
05/06/13   BMC Software Inc.   Investor Group     3.2x       8.1x       11.5x       3.1x       7.9x       10.6x  

Note: “—” means not publicly available or not meaningful. Multiples greater than 75.0x or negative considered not meaningful.

Based on an analysis of the LTM Revenue Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 2.0x to 5.5x and then applied this range to Everbridge’s last-12 months’ revenue (calculated as the 12-month period ended December 31, 2023). Based on the fully diluted shares of Everbridge common stock outstanding as of February 14, 2024 (calculated utilizing the same methodology as used in the section of this proxy statement captioned “The Merger Agreement—Opinion of Qatalyst Partners LP—Discounted Cash Flow Analysis,” with the exception of assuming cash settlement of Everbridge convertible notes with an assumed make whole adjustment and cash settlement of the capped calls related to the convertible notes based on a Black-Scholes option calculation model), as provided by Everbridge management, this analysis implied a range of values for Everbridge common stock of approximately $14.87 to $50.46 per share.

Based on an analysis of the LTM Adjusted EBITDA Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 11.0x to 22.0x and then applied this range to Everbridge’s last-12-months’ adjusted EBITDA (calculated as the 12-month period ending December 31, 2023). Based on the same fully diluted share count calculation as used for the analysis utilizing LTM Revenue

 

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Multiples above, this analysis implied a range of values for Everbridge common stock of approximately $15.68 to $36.83 per share.

Based on an analysis of the LTM LFCF Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 12.0x to 27.0x then applied this range to Everbridge’s last-12-months’ levered free cash flow (calculated as the 12-month period ended December 31, 2023). Based on the same fully diluted share count calculation as used for the analysis utilizing LTM Revenue Multiples above, this analysis implied a range of values for Everbridge common stock of approximately $13.82 to $31.09 per share.

Based on an analysis of the NTM Revenue Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 2.0x to 5.0x and then applied this range to Everbridge’s estimated next-12 months’ revenue (calculated as the 12-month period ending December 31, 2024) based on the Analyst Projections. Based on the fully diluted shares of Everbridge common stock outstanding as of February 14, 2024 (based on the same fully diluted share count calculation as used for the analysis utilizing LTM Revenue Multiples above), as provided by Everbridge management, this analysis implied a range of values for Everbridge common stock of approximately $15.52 to $46.99 per share.

Based on an analysis of the NTM Adjusted EBITDA Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 10.0x to 18.0x and then applied this range to Everbridge’s estimated next-12-months’ adjusted EBITDA (calculated as the 12-month period ending December 31, 2024) based on the Analyst Projections. Based on the same fully diluted share count as used for the analysis utilizing LTM Revenue Multiples above, this analysis implied a range of values for Everbridge common stock of approximately $17.70 to $36.23 per share.

Based on an analysis of the NTM LFCF Multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 13.0x to 22.0x then applied this range to Everbridge’s estimated next-12-months’ levered free cash flow (calculated as the 12-month period ending December 31, 2024) based on the Analyst Projections. Based on the same fully diluted share count calculation as used for the analysis utilizing LTM Revenue Multiples above, this analysis implied a range of values for Everbridge common stock of approximately $19.84 to $33.56 per share.

No company or transaction utilized in the selected transactions analysis is identical to Everbridge or the merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Everbridge’s control, such as the impact of competition on Everbridge’s business or the industry generally, industry growth and the absence of any material adverse change in Everbridge’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected transactional data. Because of the unique circumstances of each of these transactions and the merger, Qatalyst Partners cautions against placing undue reliance on this information.

Miscellaneous

In connection with the review of the merger by the Everbridge Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the

 

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process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Everbridge. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Everbridge. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent), to such holders. These analyses do not purport to be appraisals or to reflect the price at which Everbridge common stock might actually trade at any time.

Qatalyst Partners’ opinion and its presentation to the Everbridge Board was one of many factors considered by the Everbridge Board in deciding to approve the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Everbridge Board with respect to the per share price to be received pursuant to, and in accordance with, the terms of the merger agreement by the holders of shares of Everbridge common stock (other than Parent or any affiliate of Parent) or of whether the Everbridge Board would have been willing to agree to different consideration. The per share price payable in the merger was determined through arm’s-length negotiations between Everbridge and Parent and was approved by the Everbridge Board. Qatalyst Partners provided advice to Everbridge during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Everbridge or that any specific consideration constituted the only appropriate consideration for the merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Everbridge, Parent or certain of their respective affiliates.

During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Everbridge, Parent, or their respective affiliates, pursuant to which compensation was received by Qatalyst Partners or its affiliates, except that (i) Qatalyst Partners has delivered an opinion to Everbridge Board, dated February 4, 2024, pursuant to this engagement, in connection with which Qatalyst Partners was paid a fee of $3 million for its services and (ii) Qatalyst Partners has provided financial advisory services to (a) Everbridge and received $500,000 in connection with such services and (b) Adenza Group, Inc., a then-majority-owned portfolio company of Thoma Bravo, L.P., an affiliate of Parent, and received approximately $55 million in connection with such services. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Everbridge or Parent and their respective affiliates for which it would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided Everbridge with financial advisory services in connection with the merger for which it will be paid an aggregate amount currently estimated at approximately $40 million, subject to the closing of the merger, $3 million of which was payable upon delivery of its first opinion in connection with the original merger agreement (regardless of the conclusion reached in the opinion), $3 million of which was payable upon the delivery of its second opinion (regardless of the conclusion reached in the opinion) and $500,000 of which was payable upon execution of the engagement letter. Everbridge has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. Everbridge has also agreed to indemnify Qatalyst Partners and its affiliates, their

 

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respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

Unaudited Prospective Financial Information

While Everbridge has publicly issued limited short-term guidance concerning aspects of its expected financial performance from time to time, Everbridge does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance or results of operations due to the inherent unpredictability of the underlying assumptions and projections. However, in January 2024, in connection with the review of potential strategic alternatives, including Everbridge’s evaluation of the merger, Everbridge’s management, at the direction of the Everbridge Board, prepared non-public, unaudited prospective financial information for fiscal years 2024 through 2028 (the “Company Projections”), and the Company Projections were reviewed and approved by the Everbridge Board in connection with the evaluation of potential strategic alternatives, including the merger, and for use and reliance by Qatalyst Partners in connection with its financial analyses and opinion delivered to the Everbridge Board as described in the section of this proxy statement captioned “The Merger—Opinion of Qatalyst Partners LP.” The 2024 fiscal year forecasts were provided to all bidders that had access to the virtual dataroom on January 22, 2024 (or to the extent a bidder was provided access thereafter, as of such date on which dataroom access was provided to such bidder) in the form of a budget for the 2024 fiscal year.

The information and table set forth below is included solely to give Everbridge stockholders access to certain of the long-range financial projections that were made available to the Everbridge Board and Qatalyst Partners and is not included in this proxy statement in order to influence any stockholder’s decision to vote with respect to the proposal to adopt the merger agreement or for any other purpose:

 

in $m, non-GAAP

   2024F      2025F      2026F      2027F      2028F  

Total Revenue

   $ 461      $ 493      $ 526      $ 563      $ 603  

Adjusted EBITDA(1)

   $ 111      $ 134      $ 159      $ 186      $ 205  

Unlevered Free Cash Flow(2)

   $ 35      $ 81      $ 95      $ 115      $ 124  

 

(1)

“Adjusted EBITDA” is a non-GAAP financial measure that is calculated by starting with GAAP net income (loss) and adjusting for (1) interest and investment (income) expense, net, (2) provision for (benefit from) income taxes, (3) depreciation and amortization expense, (4) stock-based compensation expense, (5) costs related to the 2022 strategic realignment, (6) Anvil litigation dispute accrual, (7) change in fair value of contingent consideration and (8) (gain) loss on extinguishment of debt, capped call modification and change in fair value.

(2)

“Unlevered Free Cash Flow” is a non-GAAP financial measure that is calculated by starting with Adjusted EBITDA and adjusting for (1) cash taxes, (2) depreciation, (3) amortization of deferred costs, (4) increases in deferred revenue, (5) increases in net working capital, (6) capital expenditures and capitalized software development costs, (6) Anvil litigation settlement costs and (7) costs related to the 2022 strategic realignment.

The Company Projections were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles (“GAAP”), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. Adjusted EBITDA and Unlevered Free Cash Flow, the non-GAAP financial measures used in the Company Projections, were relied upon by the Everbridge Board in connection with its consideration of the merger and the per share merger consideration. The Everbridge Board has historically used Adjusted EBITDA to evaluate Everbridge’s core operating performance and to generate future operating plans, and make strategic decisions as further described in Everbridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 27, 2024 and in subsequent filings. The Everbridge Board determined that the use of

 

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Adjusted EBITDA and Unlevered Free Cash Flow, in particular the exclusion of certain expenses that the Everbridge Board did not consider to be indicative of Everbridge’s core operating performance in calculating such non-GAAP financial measures, was most consistent with its past practice and appropriate in generating financial projections on a period-to-period basis. While Everbridge believes that such non-GAAP financial measures provide useful supplemental information in analyzing Everbridge’s financial results, there are limitations associated with the use of such financial measures. Such non-GAAP measures as used by Everbridge may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP.

The most directly comparable GAAP financial measure for Adjusted EBITDA is net income (loss) and the most directly comparable GAAP financial measure for Unlevered Free Cash Flow is net cash provided by (used in) operating activities. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the proposed transactions if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Everbridge Board or Qatalyst Partners in connection with the merger. Accordingly, Everbridge has not provided a reconciliation of the financial measures included in the Company Projections to the relevant GAAP financial measures. The Company Projections may differ from published analyst estimates and forecasts, and do not take into account any events or circumstances after the date they were prepared, including the announcement of the transactions.

The Company Projections reflect estimates and assumptions made by Everbridge management with respect to general business, economic, competitive, regulatory and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Everbridge’s control. In particular, the Company Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions (as described below) that are inherently uncertain. Because the Company Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on Everbridge’s business and its results of operations. None of Everbridge, Parent or any of their respective affiliates, advisors or other representatives makes any representation to any stockholder regarding the validity, reasonableness, accuracy or completeness of the Company Projections or the ultimate performance of Everbridge relative to the financial projections. The inclusion of the Company Projections in this proxy statement does not constitute an admission or representation of Everbridge that the Company Projections or the information contained therein is material. Except as required by applicable law, neither Everbridge nor any of its affiliates intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the Company Projections if any or all of them have changed or change or otherwise have become, are or become inappropriate (even in the short term). These considerations should be taken into account if evaluating the Company Projections, which were prepared as of an earlier date.

The Company Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Everbridge in its public filings with the SEC. The Company Projections were developed by Everbridge management on a standalone basis without giving effect to the merger and the other transactions contemplated by the merger agreement, and therefore the Projections do not give effect to the proposed transactions or any changes to Everbridge’s operations or strategy that may be implemented after the consummation of the merger, including any costs incurred in connection with the proposed transactions. Furthermore, the Company Projections do not take into account the effect of any failure of the proposed transactions to be completed and should not be viewed as accurate or continuing in that context.

The Company Projections further reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The inclusion of the Company Projections should not be regarded as an indication that Everbridge or anyone who received the Company Projections then considered, or now considers, the Company Projections to be necessarily

 

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predictive of actual future events, and this information should not be relied upon as such. Everbridge management views the Company Projections as being subject to inherent risks and uncertainties associated with such long-range projections.

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

When considering the recommendation of the Everbridge Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by our stockholders, the Everbridge Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are more fully described below.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the terms of the merger agreement, directors and officers of Everbridge will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

Treatment of Equity Awards

Treatment of Everbridge Options

As of March 5, 2024, there were outstanding Everbridge options to purchase an aggregate of 41,477 shares of our common stock with an exercise price below the per share price, of which Everbridge options to purchase an aggregate of 5,000 shares of our common stock were held by our current non-employee directors and of which Everbridge options to purchase an aggregate of 3,597 shares of our common stock were held by our current executive officers.

At the effective time of the merger, each vested Everbridge option will be automatically cancelled and converted into the right to receive an amount in cash equal to (1) the total number of shares of our common stock subject to the vested Everbridge option immediately prior to the effective time of the merger, multiplied by (2) the excess, if any, of the per share price over the per share exercise price of such vested Everbridge option, without interest thereon and less applicable withholding taxes.

At the effective time of the merger each unvested Everbridge option will be automatically cancelled and converted into solely the contingent right to receive from Parent or the surviving corporation a Converted Option Cash Award equal in value to (1) the total number of shares of our common stock subject to such unvested Everbridge option immediately prior to the effective time of the merger, multiplied by (2) the excess, if any, of the per share price over the per share exercise price of such unvested Everbridge option, without interest thereon and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each such Converted Option Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge option immediately prior to the effective time of the merger.

Any underwater Everbridge option will be automatically cancelled at the effective time of the merger for no consideration or payment.

Treatment of Everbridge Restricted Stock Units

As of March 5, 2024, there were outstanding awards of Everbridge RSUs (or portions thereof) that cover an aggregate of 1,895,549 shares of our common stock, of which Everbridge RSUs covering an aggregate of

 

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64,544 shares of our common stock were held by our current non-employee directors and of which Everbridge RSUs covering an aggregate of 350,155 shares of our common stock were held by our current executive officers.

At the effective time of the merger, each vested Everbridge RSU will be cancelled and converted into the right to receive an amount in cash equal in value to (1) the total number of shares of our common stock subject to such vested Everbridge RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest thereon and less applicable withholding taxes.

At the effective time of the merger, each unvested Everbridge RSU will be automatically cancelled and converted solely into the contingent right to receive from Parent or the surviving corporation a Converted RSU Cash Award equal in value to (1) the total number of shares of our common stock subject to such unvested Everbridge RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest thereon and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each Converted RSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge RSU immediately prior to the effective time of the merger, provided that terms rendered inoperable by the transactions contemplated by the transaction documents entered into in connection with the merger will no longer have any force or effect.

Treatment of Everbridge Performance-based Restricted Stock Units

As of March 5, 2024, there were outstanding awards of Everbridge PSUs (or portions thereof) that cover an aggregate of 825,890 shares of our common stock, of which Everbridge PSUs covering an aggregate of 471,292 shares of our common stock were held by our current executive officers. None of our current non-employee directors hold any Everbridge PSUs.

At the effective time of the merger, each vested Everbridge PSU will be cancelled and converted into the right to receive an amount in cash equal in value to (1) the total number of shares of our common stock subject to such vested Everbridge PSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest and less applicable withholding taxes.

At the effective time of the merger, each unvested Everbridge PSU will be cancelled and converted into the contingent right to receive from Parent or the surviving corporation a Converted PSU Cash Award equal to (1) the total number of shares of our common stock subject to such unvested Everbridge PSU immediately prior to the effective time of the merger based on the number of shares that the applicable unvested Everbridge PSU would settle for at target achievement of the applicable performance metrics, multiplied by (2) the per share price, without interest and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each Converted PSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge PSU immediately prior to the effective time of the merger, except that in lieu of vesting based on performance metrics, 50% of each Converted PSU Cash Award will instead vest at target achievement at the end of the fiscal quarter which ends immediately after the second anniversary of the date of grant, and 50% of each Converted PSU Cash Award will vest at target achievement at the end of the fiscal quarter which ends immediately after the third anniversary of the date of grant, subject in each case to continuous service through the applicable vesting date(s), and provided that terms rendered inoperable by the transactions contemplated by the transaction documents entered into in connection with the merger will no longer have any force or effect.

Treatment of the ESPP

From the date of the original merger agreement, we have taken, or will take, all actions necessary to (1) provide that no new individuals will be permitted to enroll in the ESPP; (2) make any adjustment that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened

 

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offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; (3) not allow any increase in the amount of participants’ payroll deduction elections under the ESPP during the offering period or purchase period that is in effect as of February 4, 2024; (4) cause the exercise (as of no later than one business day prior to the date on which the effective time of the merger occurs) of each outstanding purchase right pursuant to the ESPP (but otherwise no other of our common stock under the ESPP will be issued); (5) provide that no further offering period or purchase period will commence pursuant to the ESPP, and if the effective time of the merger would otherwise occur before the end of the Current Purchase Period, shorten the Current Purchase Period as of a specified trading day at least ten days prior to the date on which the effective time of the merger occurs; and (6) not extend the Current Purchase Period. Immediately prior to and effective as of the effective time of the merger (but subject to the consummation of the merger), we will terminate the ESPP and no further rights will be granted or exercised under the ESPP after such termination. None of our executive officers currently participate in the ESPP. Our non-employee directors are not eligible to participate in the ESPP.

Equity Interests of Everbridge’s Directors and Executive Officers

The following table sets forth for each person who has been an Everbridge executive officer or member of the Everbridge Board at any time since the beginning of Everbridge’s 2023 fiscal year, (1) the number of shares of our common stock directly held; (2) the number of shares of our common stock subject to his or her in-the-money Everbridge options; and (3) the number of shares of our common stock subject to his or her Everbridge RSUs or Everbridge PSUs, assuming the following and such additional assumptions set forth in the footnotes to the table:

 

   

the Everbridge options, Everbridge RSUs and Everbridge PSUs include those that would be outstanding as of May 1, 2024 (which, solely for purposes of this proxy statement, is the assumed closing date of the merger), in accordance with their regular vesting schedules and assuming continued service by the individual through such date; and

 

   

that the values of these shares of our common stock and equity awards are equal to the per share price of $35.00 without interest thereon and subject to any applicable withholding taxes (minus any applicable exercise price in the case of the in-the-money Everbridge options).

 

    Shares of
Common

Stock
    In-the-Money Vested
Everbridge Options
    Everbridge RSUs     Everbridge PSUs  

Name

  Number
of

Shares
(#)
    Value of
Shares
($)
    Number
of

Shares
Subject
to

Vested
Portion
(#)
    Value of
Shares
Subject to
Vested
Portion
($)
    Number
of

Shares
Subject
to

Unvested
Portion
(#)
    Value of
Shares
Subject
to

Unvested
Portion
($)
    Number
of

Shares
Subject
to

Vested
Portion
(#)
    Value
of

Shares
Subject
to

Vested
Portion
($)
    Number
of

Shares
Subject to
Unvested
Portion
(#)
    Value of
Shares
Subject to
Unvested
Portion
($)
    Number
of

Shares
Subject
to

Vested
Portion
(#)
    Value
of

Shares
Subject
to

Vested
Portion
($)
    Number
of

Shares
Subject to
Unvested
Portion
(#)
    Value of
Shares
Subject to
Unvested
Portion
($)
 

David Benjamin

    5,747     $ 201,145       0     $ 0       0     $ 0       0     $ 0       8,068     $ 282,380       0     $ 0       0     $ 0  

Richard D’Amore

    17,347     $ 607,145       0     $ 0       0     $ 0       0     $ 0       8,068     $ 282,380       0     $ 0       0     $ 0  

Alison Dean

    15,847     $ 554,645       0     $ 0       0     $ 0       0     $ 0       8,068     $ 282,380       0     $ 0       0     $ 0  

Rohit Ghai

    5,747     $ 201,145       0     $ 0       0     $ 0       0     $ 0       8,068     $ 282,380       0     $ 0       0     $ 0  

David Henshall

    36,661     $ 1,283,135       0     $ 0       0     $ 0       0     $ 0       8,068     $ 282,380       0     $ 0       0     $ 0  

Kent Mathy

    12,047     $ 421,645       5,000     $ 50,650       0     $ 0       0     $ 0       8,068     $ 282,380       0     $ 0       0     $ 0  

Simon Paris

    8,876     $ 310,660       0     $ 0       0     $ 0       0     $ 0       8,068     $ 282,380       0     $ 0       0     $ 0  

Sharon Rowlands

    11,347     $ 397,145       0     $ 0       0     $ 0       0     $ 0       8,068     $ 282,380       0     $ 0       0     $ 0  

David Wagner

    68,518     $ 2,398,130       0     $ 0       0     $ 0       0     $ 0       112,500     $ 3,937,500       0     $ 0       200,000     $ 7,000,000  

David Rockvam

    0     $ 0       0     $ 0       0     $ 0       0     $ 0       115,000     $ 4,025,000       0     $ 0       60,000     $ 2,100,000  

Patrick Brickley

    130,768     $ 4,576,880       3,597     $ 6,978       0     $ 0       0     $ 0       41,490     $ 1,452,150       0     $ 0       35,106     $ 1,228,710  

Phillip Huff

    13,021     $ 458,220       0     $ 0       0     $ 0       0     $ 0       7,053     $ 246,855       0     $ 0       7,441     $ 260,435  

Bryan Barney

    18,939     $ 864,885       0     $ 0       0     $ 0       0     $ 0       68,750     $ 2,406,250       0     $ 0       100,000     $ 3,500,000  

John Di Leo

    19,963     $ 875,000       0     $ 0       0     $ 0       0     $ 0       75,000     $ 2,625,000       0     $ 0       100,000     $ 3,500,000  

Noah Webster

    8,983     $ 314,405       0     $ 0       0     $ 0       0     $ 0       19,762     $ 691,670       0     $ 0       28,745     $ 1,006,075  

 

(1)

Includes shares subject to awards anticipated to vest and settle in accordance with their terms on vesting dates on or prior to May 1. No withholding of shares for tax purposes in connection with such vesting and settlement is accounted for in these figures.

 

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Change in Control and Severance Benefits Under Existing Relationships

Non-Employee Director Equity Awards

We have Everbridge options and Everbridge RSUs under our 2016 Equity Incentive Plan (which we refer to as the “2016 Plan”), as amended, that are outstanding and held by our non-employee directors and executive officers, including pursuant to our Non-Employee Director Compensation Policy that are held by our non-employee directors. Pursuant to the 2016 Plan and the Non-Employee Director Compensation Policy, equity awards granted to our non-employee directors will accelerate vesting upon a “change in control.” The closing of the merger will be a “change in control” within the meaning of our 2016 Plan and Non-Employee Director Compensation Policy.

Severance Plan

Effective August 5, 2022, our board of directors approved the following change in control and severance benefits for our current executive officers and other key employees, pursuant to the Severance Plan.

Under the Severance Plan, if we terminate an executive officer’s employment other than for cause, death or disability or the named executive officer resigns for good reason, as such terms are defined in the Severance Plan, during the period beginning immediately prior to a change in control and ending 12 months following such change in control, as defined in the Severance Plan, with such period being referred to as the change in control period, such named executive officer will be eligible to receive the following severance benefits, less applicable tax withholdings:

 

   

a lump sum payment equal to 12 months’ base salary;

 

   

a pro rata annual bonus for the year of termination based on actual company performance;

 

   

any earned but unpaid bonus with respect to completed performance periods;

 

   

payment of Everbridge’s portion of COBRA continuation coverage premiums for up to 12 months;

 

   

acceleration of 100% of unvested time-based equity awards; and

 

   

acceleration of performance-based equity awards at the higher of target or actual performance (or in the case of completed performance periods, actual performance).

To receive the severance benefits upon a qualifying termination, whether or not in connection with a change in control, a named executive officer must sign and not revoke a release of claims within the timeframe set forth in the Severance Plan.

Notwithstanding provisions of the Severance Plan, if he is terminated during the change in control period, Mr. Rockvam will not receive the pro rata bonus or equity award acceleration, and his severance will be paid in installments. Messrs. Brickley and Huff are each party to a previously disclosed separation agreement with Everbridge and are not entitled to additional severance payments, other than as set forth below under “Consulting Agreements.”

If any of the payments provided for under the Severance Plan or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then the named executive officer will be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer.

Consulting Agreements

Messrs. Brickley and Huff are each party to a consulting agreement with Everbridge. Mr. Brickley’s consulting term runs through March 15, 2025 at a monthly rate of $5,000, while Mr. Huff’s consulting term begins on

 

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March 23, 2024 and runs through May 10, 2024 at a monthly rate of $11,000. Upon a termination of the consulting agreement of either Mr. Brickley or Mr. Huff by Everbridge prior to the conclusion of the respective consulting term and without cause, the individual will receive the remaining consulting fees payable through the end of the consulting period.

Golden Parachute Compensation

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding certain compensation for each of Everbridge’s named executive officers that is based on, or that otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the merger-related compensation payable to Everbridge’s named executive officers. Everbridge’s “named executive officers” for purposes of the disclosure in this proxy statement are David Wagner, David Rockvam, Patrick Brickley, Phillip Huff, and Bryan Barney. While Vernon Irvin, Elliot Mark and Ajay Nigam were listed as named executive officers in our last annual proxy, they are no longer employed by Everbridge and will not be receiving any single trigger or double trigger payments or benefits in connection with the merger, and so they have not been included in the table below. For additional details regarding the terms of the payments quantified below, see the sections of this proxy statement captioned “The Merger—Interests of Everbridge’s Directors and Executive Officers in the Merger—Treatment of Equity Awards” and “The Merger—Interests of Everbridge’s Directors and Executive Officers in the Merger—Severance Plan.”

The amounts in the table are estimated using the following assumptions and such additional assumptions as may be set forth in the footnotes to the table:

 

   

that the effective time of the merger will occur on May 1, 2024 (which is the assumed closing date of the merger solely for purposes of this golden parachute compensation disclosure); and

 

   

that the named executive officer experiences a qualifying termination of his or her employment immediately following the effective time of the merger that results in severance benefits becoming payable to such named executive officer under the Severance Plan and the other double trigger benefits set forth below.

The amounts reported below are estimates based on these and other assumptions that may or may not actually occur or be accurate on the date the merger actually closes, and also assume that no amounts payable to the named executive officers are reduced to avoid the excise tax pursuant to Section 280G of the Internal Revenue Code. Accordingly, the ultimate values to be received by a named executive officer in connection with the merger may differ from the amounts set forth below. Everbridge’s named executive officers will not receive pension, non-qualified deferred compensation or tax reimbursements in connection with the merger. As required by applicable SEC rules, all amounts below that are determined using the per share value of our common stock have been calculated based on the per share price.

Everbridge stockholders are being asked to approve, on a non-binding, advisory basis, the compensation that will or may be paid by Everbridge to these executive officers that is based on or otherwise relates to the merger (see the section entitled “Proposal 2: Approval, on a Non-Binding, Advisory Basis, of Certain Merger-Related Executive Compensation”). Because the vote to approve such compensation is advisory only, it will not be

 

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binding on either Everbridge or Parent. Accordingly, if the merger is approved by Everbridge stockholders and the merger is completed, the compensation will be payable regardless of the outcome of the advisory vote to approve such compensation.

 

Name

   Cash
($)(1)
     Equity
($)(2)
     Perquisites/
Benefits
($)(3)
     Total
($)
 

David Wagner, Chief Executive Officer

   $ 567,055      $ 10,937,500      $ 27,607      $ 11,532,162  

David Rockvam, Chief Financial Officer

   $ 1,025,288      $ 0      $ 28,883      $ 1,054,171  

Patrick Brickley, former Chief Financial Officer

   $ 40,000      $ 0      $ 0      $ 40,000  

Phillip Huff, Chief Accounting Officer

   $ 3,667      $ 0      $ 0      $ 3,667  

Bryan Barney, Chief Product Officer

   $ 500,274      $ 5,906,250      $ 35,989      $ 6,442,513  

 

(1)

Other than with respect to Mr. Brickley and Mr. Huff, represents double trigger cash benefits including a lump sum payment (installments in the case of Mr. Rockvam) in respect of base salary and (other than with respect to Mr. Rockvam) a pro rata annual bonus for the year of termination (assuming achievement of 100% of target), payable pursuant to the terms of the Severance Plan as set forth in the chart below. The Severance Plan benefit with respect to payment of earned but unpaid bonuses from prior performance periods is not relevant, as the timing of the change in control is such that 2023 bonuses will have already been paid. With respect to Mr. Brickley, represents double trigger payments due upon termination of his consulting agreement (payment of the $5,000 monthly fee for the remainder of the consulting term). With respect to Mr. Huff, represents double trigger payments due upon termination of his consulting agreement (payment of the $11,000 monthly fee for the remainder of the consulting term). With respect to Mr. Rockvam, also represents the value of his signing bonus ($500,000) in addition base salary payments, due to the lapse of the obligation to repay such bonus on certain terminations of employment, a double trigger benefit.

(2)

Represents the double trigger benefit of acceleration of time-based equity awards and acceleration of performance-based equity awards at higher of target or actual performance (actual performance in the case of completed performance periods).

(3)

Represents an estimate of the double trigger benefit of payment of Everbridge’s portion of COBRA continuation coverage premiums for up to 12 months.

 

SEVERANCE PLAN PAYMENTS

 

Name

   Base Salary
Severance
($)
     Pro Rata
Bonus Severance
($)
     Total
($)
 

David Wagner, Chief Executive Officer

   $ 425,000      $ 142,055      $ 567,055  

David Rockvam, Chief Financial Officer

   $ 420,000      $ 105,288      $ 525,288  

Bryan Barney, Chief Product Officer

   $ 400,000      $ 100,274      $ 500,274  

Employment Arrangements Following the Merger

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

 

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Closing and Effective Time of the Merger

The closing of the merger will take place (1) on a date that is agreed upon by Everbridge, Parent and Merger Sub, but no later than three business days after the last condition is satisfied or waived (further described in the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger”), or (2) at such other time agreed to by Everbridge, Parent and Merger Sub. On the Closing, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The merger will become effective upon the filing and acceptance of such certificate of merger, or at a later time agreed to in writing by the parties and specified in such certificate of merger in accordance with the DGCL.

Appraisal Rights

If the merger is consummated, our stockholders (including beneficial owners of shares of our capital stock) who do not vote in favor of the adoption of the merger agreement, who properly demand an appraisal of their shares, who continuously hold of record or beneficially own their shares through the effective time of the merger, who otherwise comply with the procedures of Section 262 of the DGCL and who do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares in connection with the merger under Section 262 of the DGCL, which we refer to as “Section 262.” Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” are to the record holder of shares as to which appraisal rights are asserted, all references in Section 262 and in this summary to the words “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, and all references in Section 262 and in this summary to the word “person” mean any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that our stockholders exercise their appraisal rights under Section 262. STOCKHOLDERS SHOULD CAREFULLY REVIEW THE FULL TEXT OF SECTION 262 AS WELL AS THE INFORMATION DISCUSSED BELOW.

Under Section 262, if the merger is completed, holders of record of shares of our common stock or beneficial owners who (1) submit a written demand for appraisal of such stockholder’s shares of our common stock to Everbridge prior to the vote on the adoption of the merger agreement; (2) do not vote, in person or by proxy, in favor of the adoption of the merger agreement; (3) continuously hold of record or beneficially own such shares on the date of making the demand for appraisal through the effective time of the merger; and (4) otherwise comply with the procedures and satisfy certain ownership thresholds set forth in Section 262 may be entitled to have their shares of our common stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration set forth in the merger agreement, for the “fair value” of their shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the merger to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding) as described further below. However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all holders of shares of a class or series of stock that, immediately prior to the closing of the merger, were listed on a national securities exchange who are otherwise entitled to appraisal rights unless (A) the total number of shares of the class or series of stock for which appraisal rights have been pursued or perfected exceeds one percent of the outstanding shares of such class or series as measured in accordance with

 

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subsection (g) of Section 262; or (B) the value of the merger consideration in respect of such shares exceeds $1,000,000. We refer to these conditions as the “ownership thresholds.” Given that the shares of our common stock are listed on NASDAQ (and assuming such shares remain so listed up until closing of the merger), then the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of our common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is satisfied.

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on the amount determined to be the fair value of the shares subject to appraisal will accrue and compound quarterly from the effective time of the merger through the date the judgment is paid at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Everbridge’s notice to our stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is available at the following URL: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the merger, any holder of shares of our common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the per share price described in the merger agreement without interest and less any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of our common stock, Everbridge believes that if a person is considering exercising such rights, such person should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of our common stock must do ALL of the following:

 

   

such person must not vote in favor of the proposal to adopt the merger agreement;

 

   

such person must deliver to Everbridge a written demand for appraisal before the vote on the merger agreement at the special meeting;

 

   

such person must continuously hold of record or beneficially own the shares of our common stock from the date of making the demand through the effective time of the merger (a person will lose appraisal rights if the person transfers the shares before the effective time of the merger); and

 

   

such person or the surviving corporation must file a petition in the Delaware Court of Chancery demanding a determination of the value of the stock of all such stockholders within 120 days after the effective time of the merger (the surviving corporation is under no obligation to file any petition and has no intention of doing so).

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights with respect to the shares of our common stock unless one of the ownership thresholds is met.

 

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Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, each person who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the merger agreement or abstain.

Filing Written Demand

A person wishing to exercise appraisal rights must deliver to Everbridge, before the vote on the adoption of the merger agreement at the special meeting, a written demand for the appraisal of such person’s shares. In addition, that person must not vote or submit a proxy in favor of the adoption of the merger agreement. A vote in favor of the adoption of the merger agreement, in person at the special meeting or by proxy (whether by mail or via the Internet or telephone), will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A person exercising appraisal rights must hold, beneficially or of record, the shares on the date the written demand for appraisal is made and must continue to hold the shares through the effective time of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the merger agreement or abstain from voting on the adoption of the merger agreement. Neither voting against the adoption of the merger agreement nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the merger agreement. A proxy or vote against the adoption of the merger agreement will not constitute a demand. A person’s failure to make the written demand prior to the taking of the vote on the adoption of the merger agreement at the special meeting will constitute a waiver of appraisal rights.

In the case of a written demand for appraisal made by a stockholder of record, the demand must reasonably inform Everbridge of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares. In the case of a written demand for appraisal made by a beneficial owner, the demand must reasonably identify the record holder of the shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the Verified List (as defined below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Everbridge, Inc.

25 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

Attention: Corporate Secretary

At any time within 60 days after the effective time of the merger, any person who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the per share price offered pursuant to the merger agreement, without interest and less any applicable withholding taxes, by delivering to Everbridge, as the surviving corporation, a written withdrawal of the demand for appraisal. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction (which we refer to as a “Reservation”) for any Application (as defined below); provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to

 

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accept the merger consideration within 60 days after the effective time of the merger. If the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, such person will be entitled to receive only the fair value determined in any such appraisal proceeding, which value could be less than, equal to or more than the per share price being offered pursuant to the merger agreement.

Notice by the Surviving Corporation

If the merger is completed, within ten days after the effective time of the merger, the surviving corporation will notify each stockholder (including any beneficial owner) of each constituent corporation who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the merger agreement, that the merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the effective time of the merger, but not thereafter, the surviving corporation or any person who has complied with Section 262 and is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by any person other than the surviving corporation, demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of our common stock. Accordingly, any persons who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of our common stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the effective time of the merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which Everbridge has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that where a beneficial owner makes a demand for appraisal directly, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of this aggregate number). Such statement must be given within ten days after receipt by the surviving corporation of the written request for such a statement or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by any person other than the surviving corporation, service of a copy thereof must be made upon the surviving corporation, which will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which we refer to as the “Verified List”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery may order that notice of the time and place fixed for the hearing of such petition be given to the surviving corporation and all of the persons shown on the Verified List at the addresses stated therein. The costs of any such notice are borne by the surviving corporation.

After notice is provided to the applicable persons as required by the Delaware Court of Chancery, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares and who hold stock represented by stock certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. If any person fails to comply with this requirement, the Delaware Court of Chancery may dismiss the proceedings as to such person. Upon application by the surviving corporation or by any person entitled to

 

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participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the Verified List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Given that the shares of our common stock are listed on NASDAQ (and assuming such shares remain so listed up until closing of the merger), the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of shares of our common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is met.

Determination of Fair Value

After the Delaware Court of Chancery determines the persons entitled to appraisal and, with respect to our common stock, that at least one of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of our common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. However, the surviving corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the surviving corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (x) the difference, if any, between the amount paid by the surviving corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and may not in any manner address, fair value under Section 262. ALTHOUGH EVERBRIDGE BELIEVES THAT THE PER SHARE PRICE IS FAIR, NO REPRESENTATION IS MADE AS TO THE

 

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OUTCOME OF THE APPRAISAL OF FAIR VALUE AS DETERMINED BY THE DELAWARE COURT OF CHANCERY, AND STOCKHOLDERS SHOULD RECOGNIZE THAT SUCH AN APPRAISAL COULD RESULT IN A DETERMINATION OF A VALUE HIGHER OR LOWER THAN, OR THE SAME AS, THE PER SHARE PRICE. Neither Everbridge nor Parent anticipates offering more than the per share price to any persons exercising appraisal rights, and each of Everbridge and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of our common stock is less than the per share price. If a petition for appraisal is not timely filed or, with respect to our common stock, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the right to an appraisal will cease.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the surviving corporation to the persons entitled thereto. Payment will be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such Delaware Court of Chancery may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the Verified List who participated in the proceeding and incurred expenses in connection therewith (which we refer to as an “Application”), the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal that were not dismissed pursuant to the terms of Section 262 or subject to an award pursuant to a Reservation. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of our common stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of our common stock will be deemed to have been converted at the effective time of the merger into the right to receive the per share price as provided in the merger agreement. A person will fail to perfect, or effectively lose, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the merger, if neither of the ownership thresholds above has been satisfied in respect of those seeking appraisal rights with respect to the shares of our common stock, or if the person delivers to the surviving corporation a written withdrawal of such person’s demand for appraisal and an acceptance of the per share price as provided in the merger agreement in accordance with Section 262.

From and after the effective time of the merger, no person who has demanded appraisal rights in compliance with Section 262 will be entitled to vote such shares of our common stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger); provided, however, that if no petition for an appraisal is filed within the time provided in Section 262, if neither of the ownership thresholds above has been satisfied in respect of those seeking appraisal rights with respect to the shares of our common stock, or if such person delivers to the surviving corporation a written withdrawal of such person’s demand for an appraisal and an acceptance of the merger, within 60 days after the effective date of the merger, then the right of such person to an appraisal will cease. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just, including, without limitation, a Reservation; provided, however, that the foregoing shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger within 60 days after the effective date of the merger.

 

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Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of appraisal rights. In that event, you will be entitled to receive the per share price for your dissenting shares in accordance with the merger agreement, without interest and less any applicable withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The merger will be accounted for as a “business combination” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the merger that may be relevant to U.S. Holders and Non-U.S. Holders of shares of our common stock whose shares are converted into the right to receive cash pursuant to the merger. This discussion is based upon the U.S. Internal Revenue Code of 1986 (which we refer to, as amended, the “Code”), U.S. Treasury Regulations promulgated under the Code, court decisions, published positions of the U.S. Internal Revenue Service (which we refer to as the “IRS”) and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of our common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, as property held for investment purposes).

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

 

   

tax consequences that may be relevant to holders who may be subject to special treatment under U.S. federal income tax laws, such as financial institutions; tax-exempt organizations; S corporations, partnerships and any other entity or arrangement treated as a partnership or pass-through entity for U.S. federal income tax purposes; insurance companies; mutual funds; dealers in stocks and securities; traders in securities that elect to use the mark-to-market method of accounting for their securities; regulated investment companies; real estate investment trusts; entities subject to the U.S. anti-inversion rules; holders who hold their common stock as “qualified small business stock” for purposes of Sections 1045 and 1202 of the Code, as “Section 1244 stock” within the meaning of Section 1244 of the Code, or through individual retirement or other tax-deferred accounts; holders that own (directly or by attribution) more than five percent of our common stock; or U.S. expatriates and certain former citizens or long-term residents of the United States;

 

   

tax consequences to holders holding shares as part of a hedging, constructive sale or conversion, straddle or other risk reduction transaction;

 

   

tax consequences to holders who received their shares of our common stock in a compensatory transaction or pursuant to the exercise of Everbridge options, Everbridge RSUs or Everbridge PSUs;

 

   

tax consequences to U.S. Holders whose “functional currency” is not the U.S. dollar;

 

   

tax consequences to holders who hold their common stock through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the United States;

 

   

tax consequences arising from the Medicare tax on net investment income or the application of Section 451(b) of the Code;

 

   

any U.S. federal estate, gift or alternative minimum tax consequences;

 

   

any state, local or non-U.S. tax consequences; or

 

   

tax consequences to holders that do not vote in favor of the merger and who properly demand appraisal of their shares under Section 262 of the DGCL.

 

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If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of our common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of our common stock and partners therein should consult their tax advisors regarding the consequences of the merger.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the merger described below. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder would ultimately prevail in a final determination by a court. Further, no opinion of counsel has been or will be rendered with respect to the tax consequences of the merger or related transactions.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER U.S. FEDERAL NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes:

 

   

an individual who is a citizen or resident of the United States;

 

   

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

 

   

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

   

a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more United States persons as defined in Section 7701(a)(30) of the Code; or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person.

Non-U.S. Holders

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of shares of our common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Taxable Sale of Company Capital Stock

The receipt of cash by a U.S. Holder in exchange for shares of our common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of shares of our common stock at different times and/or different prices, such holder must determine its adjusted tax basis and holding period separately with respect to each block of our common stock.

 

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Subject to the discussion below on backup withholding and FATCA (as defined below) withholding, any gain realized by a Non-U.S. Holder pursuant to the merger generally will not be subject to U.S. federal income tax unless:

 

   

the gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case such gain generally will be subject to U.S. federal income tax at rates generally applicable to U.S. persons, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to the branch profits tax at a rate of 30% (or a lower rate under an applicable income tax treaty);

 

   

such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the completion of the merger, and certain other specified conditions are met, in which case such gain will be subject to U.S. federal income tax at a rate of 30% (or a lower rate under an applicable income tax treaty); or

 

   

Everbridge is or has been a “United States real property holding corporation” as such term is defined in Section 897(c) of the Code (which we refer to as “USRPHC”), at any time within the shorter of the five-year period preceding the merger or such Non-U.S. Holder’s holding period with respect to the applicable shares of our common stock (which we refer to as the “relevant period”) and, if shares of our common stock are regularly traded on an established securities market (within the meaning of Section 897(c)(3) of the Code), such Non-U.S. Holder owns (directly, indirectly or constructively) more than five percent of our common stock at any time during the relevant period, in which case such gain will be subject to U.S. federal income tax at rates generally applicable to U.S. persons (as described in the first bullet point above), except that the branch profits tax will not apply. Generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests (as defined in the Code) equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. For this purpose, U.S. real property interests generally include land, improvements and associated personal property. Although there can be no assurances in this regard, we believe that we are not, and have not been, a USRPHC at any time during the five-year period preceding the merger. Non-U.S. Holders are encouraged to consult their own tax advisors regarding the possible consequences to them if we are a USRPHC.

Information Reporting and Backup Withholding

Information reporting and backup withholding (at a current rate of 24%) may apply to the proceeds received by a holder pursuant to the merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form); or (2) a Non-U.S. Holder that (a) provides a certification of such Non-U.S. Holder’s non-U.S. status on the appropriate series of IRS Form W-8 (or a substitute or successor form); or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, if the required information is timely furnished to the IRS.

A U.S. Holder may be required to retain records related to such holder’s common stock and file with its U.S. federal income tax return, for the taxable year that includes the merger, a statement setting forth certain facts relating to the merger.

Additional Withholding Requirements under the Foreign Account Tax Compliance Act (FATCA)

Sections 1471 through 1474 of the Code, and the U.S. Treasury Regulations and administrative guidance issued thereunder (which we refer to as, collectively, “FATCA”), impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and

 

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provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally imposes a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes.

The U.S. Treasury Department released proposed regulations which, if finalized in their present form, would eliminate the FATCA withholding applicable to the gross proceeds of a sale or other disposition of our common stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Holders of our common stock are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of our common stock pursuant to the merger.

THE U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH U.S. HOLDER AND NON-U.S. HOLDER SHOULD CONSULT SUCH HOLDER’S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED ABOVE TO SUCH HOLDER AND THE PARTICULAR TAX EFFECTS OF THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF U.S. FEDERAL NON-INCOME, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

Regulatory Approvals Required for the Merger

General Efforts

Upon the terms and subject to the conditions set forth in the merger agreement, Parent and Merger Sub, on the one hand, and Everbridge, on the other hand, agreed to use reasonable best efforts to take, or cause to be taken, all actions, do, or cause to be done, all things and assist and cooperate with the other parties in doing, or causing to be done, all things, in each case as are necessary, proper or advisable pursuant to applicable law or otherwise to consummate and make effective the merger, including: (1) seeking to obtain all consents, waivers, approvals, orders and authorizations from governmental authorities; and (2) making all registrations, declarations and filings with governmental authorities, in each case that are necessary or advisable to consummate the merger.

HSR Act; FDI Laws

Under the HSR Act, the merger cannot be completed until Parent and Everbridge file a Notification and Report Form with the FTC and the DOJ, and the applicable waiting period has expired or been terminated. Everbridge and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the FTC and the DOJ on February 16, 2024.

Additionally, under the merger agreement, the merger also cannot be completed until Parent submits the filings under certain specified FDI laws and all necessary consents, approvals, and filings have been obtained or made, or all waiting periods (including any extensions thereof) (including any timing agreements with applicable governmental authorities) with respect to the consummation of the merger have expired or otherwise have been terminated under the jurisdictions in which those FDI filings were submitted. Parent, in coordination and consultation with Everbridge, submitted one of the specified FDI filings on March 8, 2024. The parties intend to submit the other specified FDI filings as soon as is reasonably practicable.

 

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Everbridge and Parent have each agreed to use its respective reasonable best efforts to (1) file a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act with the FTC and the Antitrust Division of the DOJ; (2) as promptly as reasonably practicable make all filings pursuant to certain applicable FDI laws; and (3) take all action necessary to, as soon as reasonably practicable, cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act applicable to the merger or receive approval, non-disapproval or clearance for any FDI filing.

Subject to the terms of the merger agreement, each of Parent and Merger Sub agreed to, if and to the extent necessary to obtain clearance of the merger pursuant to the HSR Act and any other antitrust laws or FDI laws applicable to the merger, take all actions necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under any antitrust laws or FDI laws; provided, however, that Parent and Merger Sub need not, and Everbridge agreed not to, without the prior written consent of Parent, commit to or effect any action or agree to any restriction, including (i) offering, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, transfer, license, disposition, hold separate (through the establishment of a trust or otherwise) or other disposition of any or all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), properties, rights, products or business of any person, including of Parent and Merger Sub (and their respective affiliates), on the one hand, and Everbridge and its subsidiaries, on the other hand or (ii) taking (or refraining from taking) any other action or accepting or otherwise agreeing to any other restrictions on the activities of any person, including of Parent and Merger Sub (and their respective affiliates), on the one hand, and Everbridge and its subsidiaries, on the other hand; in each case of clause (i) or (ii), if such action or restriction, individually or in the aggregate, would, or would reasonably be expected to, result in a material adverse effect to the business, properties, assets, operations, financial condition or results of operations of Parent, Merger Sub, Everbridge and its subsidiaries, taken as a whole, it being understood that the foregoing shall not require any affiliate of Parent or Merger Sub (including their “ultimate parent entity” as that term is defined in the HSR Act, but excluding (x) Parent and Merger Sub and (y) after the Closing, the surviving corporation and its subsidiaries) to commit to or effect any action or agree to any restriction set forth in the foregoing clauses (i) and (ii).Everbridge and Parent have each agreed to use its respective reasonable best efforts to promptly supply the other (or cause the other to be supplied) with any additional information that reasonably may be required or requested by the FTC, the DOJ or the governmental authorities of any other applicable jurisdiction in which any such filing, including FDI filings, are made.

Additionally, Parent and Merger Sub have each agreed not to acquire or agree to acquire by merging or by acquiring in any other manner, any assets, business or person or other business organization or division if such assets, business or person competes in any line of business with Everbridge or its subsidiaries and the entering into a definitive agreement relating to, or the consummation of, such transaction would reasonably be expected to (1) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorization, consent, order, declaration or approval of any governmental authority under the HSR Act or under any other antitrust laws necessary to consummate the merger or the expiration or termination of any applicable waiting period; (2) materially increase the risk of any governmental authority entering an order under the HSR Act or under any other antitrust laws preventing or materially restraining the consummation of the merger; (3) materially increase the risk of not being able to remove any such order on appeal or otherwise; or (4) materially delay or prevent the consummation of the merger, subject to certain exceptions.

At any time before or after consummation of the merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under its antitrust laws as it deems necessary or desirable. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of Everbridge or Parent. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

 

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One or more governmental bodies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents to the merger. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained, and there may be a substantial period of time between the approval by our stockholders and the completion of the merger.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the merger or require changes to the terms of the merger agreement. These conditions or changes could result in the conditions to the merger not being satisfied.

Financing of the Merger; Damages Commitment

The transactions contemplated by the merger agreement, including the payment of consideration due to our stockholders and the holders of other equity-based interests under the merger agreement, the repayment or refinancing of certain indebtedness of Everbridge, including payments of all amounts required to be paid in connection with the merger pursuant to the Indentures and the Convertible Notes issued pursuant thereto and the payment of certain related fees and expenses in connection with the merger, will be funded with the proceeds of committed equity financing, as further described below.

Pursuant to the equity commitment letter, the Thoma Bravo Fund has committed to capitalize Parent on the Closing on the terms and subject to the conditions set forth in the equity commitment letter. Further, pursuant to the equity commitment letter, the Thoma Bravo Fund has agreed to the due, punctual and complete payment of certain of the liabilities and obligations of Parent or Merger Sub under the merger agreement plus amounts in respect of certain reimbursement obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by Everbridge, as specified in the merger agreement.

Subject to specified exceptions, the equity commitment letter will terminate upon the earliest of:

 

   

the closing of the merger in accordance with the terms of the merger agreement and the performance of the payment obligations under the equity commitment letter;

 

   

the termination of the merger agreement; provided that the obligation of the Thoma Bravo Fund to pay certain costs, expenses or losses incurred or sustained by Everbridge, as specified in the merger agreement and the equity commitment letter, shall terminate on the date that is 90 days after termination of the merger agreement unless prior to the expiration of such 90-day period, Everbridge has commenced certain specified legal proceedings against the Thoma Bravo Fund, Parent or Merger Sub; and

 

   

the filing of certain claims or actions as specified in the equity commitment letter against the Thoma Bravo Fund, Parent, Merger Sub or their respective affiliates by Everbridge.

Delisting and Deregistration of Our Common Stock

If the merger is completed, our common stock will no longer be traded on NASDAQ and will be deregistered under the Exchange Act. We will no longer be required to file periodic reports, current reports and proxy and information statements with the SEC on account of our common stock.

 

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

We are asking you to approve the adoption of the merger agreement. For a summary of and detailed information regarding this proposal, see the information about the merger agreement throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned “The Merger” and “The Merger Agreement.” A copy of the merger agreement is attached as Annex A to this proxy statement. You are urged to read the merger agreement carefully and in its entirety.

The Everbridge Board recommends that you vote “FOR” this proposal.

 

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PROPOSAL 2: APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF CERTAIN MERGER-RELATED EXECUTIVE COMPENSATION

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger, as disclosed in the section of this proxy statement captioned “The Merger—Interests of Everbridge’s Directors and Executive Officers in the Merger—Golden Parachute Compensation,” including the additional disclosures referenced therein that otherwise are disclosed in the section of this proxy statement captioned “The Merger—Interests of Everbridge’s Directors and Executive Officers in the Merger.”

We are asking our stockholders to approve the compensation that will or may become payable by Everbridge to our named executive officers in connection with the merger. These payments are set forth in the section of this proxy statement captioned “The Merger—Interests of Everbridge’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” and the accompanying footnotes and additional disclosures referenced therein. The various plans and arrangements pursuant to which these compensation payments may be made generally have previously formed part of Everbridge’s overall compensation program for our named executive officers and previously have been disclosed to stockholders in public filings, including our annual proxy statement. These historical arrangements were adopted and approved by the Compensation Committee of the Everbridge Board, which is composed solely of non-employee directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, we are seeking approval of the following resolution at the special meeting:

“RESOLVED, that the stockholders of Everbridge approve the compensation that will or may become payable to Everbridge’s named executive officers in connection with the merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger—Interests of Everbridge’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” in Everbridge’s proxy statement for the special meeting.”

Our stockholders should note that this proposal is not a condition to completion of the merger, and as a non-binding, advisory vote, the result will not be binding on Everbridge, the Everbridge Board or Parent. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated our named executive officers will be eligible to receive the compensation that is based on or that otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

The Everbridge Board recommends that you vote “FOR” this proposal.

 

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PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING

We are asking you to approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. If stockholders approve this proposal, we can adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from stockholders that have previously returned properly signed proxies voting against adoption of the merger agreement. Among other things, approval of the adjournment proposal could mean that, even if we received proxies representing a sufficient number of votes against adoption of the merger agreement such that the proposal to adopt the merger agreement would be defeated, we could adjourn the special meeting without a vote on the adoption of the merger agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the merger agreement. Additionally, we may seek stockholder approval to adjourn the special meeting if a quorum is not present. Finally, the chairperson of the special meeting is permitted by our bylaws to adjourn the special meeting even if our stockholders have not approved the proposal to adjourn the special meeting.

The Everbridge Board recommends that you vote “FOR” this proposal.

 

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THE MERGER AGREEMENT

The following summary describes the material provisions of the merger agreement. The descriptions of the merger agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to carefully read and consider the merger agreement, which is the legal document that governs the merger, in its entirety because this summary may not contain all the information about the merger agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the merger agreement, and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the merger agreement (1) were made only for purposes of the merger agreement and as of specific dates; (2) were made solely for the benefit of the parties to the merger agreement; (3) may be subject to important qualifications, limitations and supplemental information agreed to by Everbridge, Parent and Merger Sub in connection with negotiating the terms of the merger agreement; and (4) may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Parent and Merger Sub by Everbridge in connection with the merger agreement. In addition, the representations and warranties may have been included in the merger agreement for the purpose of allocating contractual risk between Everbridge and Parent and Merger Sub rather than to establish matters as facts. Further, the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise. Our stockholders are not generally third-party beneficiaries under the merger agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Everbridge, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement. None of the representations and warranties will survive the closing of the merger, and, therefore, they will have no legal effect under the merger agreement after the effective time of the merger. In addition, you should not rely on the covenants in the merger agreement as actual limitations on the respective businesses of Everbridge, Parent and Merger Sub because the parties may take certain actions that are either expressly permitted in the confidential company disclosure letter to the merger agreement (which we refer to as the “company disclosure letter”) or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The merger agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide you with any other factual information regarding Everbridge, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the merger agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Everbridge and our business.

Closing and Effective Time of the Merger

The closing of the merger will take place (1) on a date to be agreed by Parent, Merger Sub and Everbridge that is no later than the third business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII of the merger agreement (in each case, other than those conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of each of such conditions); or (2) at such other time agreed to by Everbridge, Parent and Merger Sub. On the closing date of the merger, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The merger will become effective upon the filing and acceptance of that certificate of merger, or at a later time agreed to in writing by the parties and specified in such certificate of merger.

 

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Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

The merger agreement provides that, subject to the terms and conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger: (1) Merger Sub will be merged with and into Everbridge; (2) the separate corporate existence of Merger Sub will cease; and (3) Everbridge will continue as the surviving corporation in the merger and a wholly owned subsidiary of Parent. From and after the effective time of the merger, all of the property, rights, privileges, powers and franchises of Everbridge and Merger Sub will vest in the surviving corporation and all of the debts, liabilities and duties of Everbridge and Merger Sub will become the debts, liabilities and duties of the surviving corporation.

At the effective time of the merger, the certificate of incorporation of Everbridge as the surviving corporation will be amended and restated in its entirety to read as set forth in the applicable exhibit attached to the merger agreement, and the bylaws of Everbridge as the surviving corporation will be amended and restated in its entirety to conform to the bylaws of Merger Sub, as in effect immediately prior to the effective time of the merger, in each case, until thereafter amended.

The parties will take all necessary actions so that, at the effective time of the merger, the board of directors of the surviving corporation will be the directors of Merger Sub as of immediately prior to the effective time of the merger, each to hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation until their successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal. At the effective time of the merger, the officers of the surviving corporation will be the officers of Everbridge as of immediately prior to the effective time of the merger, each to hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation until their successors are duly appointed, or until their earlier death, resignation or removal.

Conversion of Shares

Common Stock

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, each share of our common stock that is issued and outstanding as of immediately prior to the effective time of the merger (other than the excluded shares) will be automatically converted into the right to receive cash in an amount equal to the per share price without interest thereon and less any applicable withholding taxes (or, in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the terms of the merger agreement).

At the effective time of the merger, each outstanding share of common stock that is (1) held by Everbridge as treasury stock, (2) owned by Parent or Merger Sub or (3) owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub will automatically be cancelled and will cease to exist without any conversion thereof or consideration paid in exchange therefor. At the effective time of the merger, each share of common stock of Merger Sub that is outstanding immediately prior to the effective time of the merger will be converted into one validly issued, fully paid and nonassessable share of our common stock of the surviving corporation and each certificate representing ownership of such shares of common stock of Merger Sub will thereafter represent ownership of shares of common stock of the surviving corporation.

Treatment of Equity Awards; ESPP

The merger agreement provides that Everbridge’s equity awards that are outstanding immediately prior to the effective time of the merger will be subject to the following treatment at the effective time of the merger:

Treatment of Everbridge Options

At the effective time of the merger, each vested Everbridge option will be automatically cancelled and converted solely into the right to receive an amount in cash equal to (1) the total number of shares of our common stock

 

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subject to the vested Everbridge option immediately prior to the effective time of the merger, multiplied by (2) the excess, if any, of the per share price over the per share exercise price of such vested Everbridge option, without interest thereon and less applicable withholding taxes.

At the effective time of the merger each unvested Everbridge option will be automatically cancelled and converted solely into the contingent right to receive from Parent or the surviving corporation a Converted Option Cash Award equal in value to (1) the total number of shares of our common stock subject to such unvested Everbridge option immediately prior to the effective time of the merger, multiplied by (2) the excess, if any, of the per share price over the per share exercise price per of such unvested Everbridge option, without interest thereon and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each such Converted Option Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge option immediately prior to the effective time of the merger.

Any underwater Everbridge option will be automatically cancelled at the effective time of the merger for no consideration or payment.

Treatment of Everbridge Restricted Stock Units

At the effective time of the merger each vested Everbridge RSU will be cancelled and converted into the right to receive an amount in cash equal in value to (1) the total number of shares of our common stock subject to such vested Everbridge RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest and less applicable withholding taxes.

At the effective time of the merger, each unvested Everbridge RSU will be cancelled and converted into the contingent right to receive from Parent or the surviving corporation a Converted RSU Cash Award equal to (1) the total number of shares of our common stock subject to such unvested Everbridge RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each Converted RSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge RSU immediately prior to the effective time of the merger, provided that terms rendered inoperable by the transactions contemplated by the transaction documents entered into in connection with the merger will no longer have any force or effect.

Treatment of Everbridge Performance-based Restricted Stock Units

At the effective time of the merger, each vested Everbridge PSU will be automatically cancelled and converted solely into the right to receive an amount in cash equal in value to (1) the total number of shares of our common stock subject to such vested Everbridge PSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest thereon and less applicable withholding taxes.

At the effective time of the merger, each unvested Everbridge PSU will be automatically cancelled and converted solely into the contingent right to receive from Parent or the surviving corporation a Converted PSU Cash Award equal to (1) the total number of shares of our common stock subject to such unvested Everbridge PSU immediately prior to the effective time of the merger based on the number of shares that the applicable unvested Everbridge PSU would settle for at target achievement of the applicable performance metrics, multiplied by (2) the per share price, without interest thereon and less applicable withholding taxes. Except as otherwise provided in the merger agreement, each Converted PSU Cash Award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Everbridge PSU immediately prior to the effective time of the merger, except that in lieu of vesting based on performance metrics, 50% of each Converted PSU Cash Award will instead vest at target achievement at the end of the fiscal quarter which ends immediately

 

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after the second anniversary of the date of grant, and 50% of each Converted PSU Cash Award will vest at target achievement at the end of the fiscal quarter which ends immediately after the third anniversary of the date of grant, subject in each case to continuous service through the applicable vesting date(s), and provided that terms rendered inoperable by the transactions contemplated by the transaction documents entered into in connection with the merger will no longer have any force or effect.

Treatment of the ESPP

From the date of the original merger agreement, we have taken, or will take, all actions necessary to (1) provide that no new individuals will be permitted to enroll in the ESPP; (2) make any adjustment that may be necessary or advisable to reflect the shortened offering period or purchase period, but otherwise treat such shortened offering period or purchase period as a fully effective and completed offering period or purchase period for all purposes pursuant to the ESPP; (3) not allow any increase in the amount of participants’ payroll deduction elections under the ESPP during the offering period or purchase period that is in effect as of February 4, 2024; (4) cause the exercise (as of no later than one business day prior to the date on which the effective time occurs) of each outstanding purchase right pursuant to the ESPP (but otherwise no other of our common stock under the ESPP will be issued); (5) provide that no further offering period or purchase period will commence pursuant to the ESPP, and if the effective time of the merger would otherwise occur before the end of the Current Purchase Period, shorten the Current Purchase Period as of a specified trading day at least ten days prior to the date on which the effective time of the merger occurs; and (6) not extend the Current Purchase Period. Immediately prior to and effective as of the effective time of the merger (but subject to the consummation of the merger), we will terminate the ESPP and no further rights will be granted or exercised under the ESPP after such termination. None of our executive officers currently participate in the ESPP. Our non-employee directors are not eligible to participate in the ESPP.

Payment Agent, Exchange Fund and Exchange and Payment Procedures

Prior to the closing of the merger, Parent will appoint an agent reasonably acceptable to Everbridge, which we refer to as the “payment agent,” to make payments of the merger consideration to our stockholders. At or prior to the closing of the merger, Parent will deposit (or cause to be deposited) with the payment agent an amount of cash that is sufficient in the aggregate to pay the aggregate per share price to our stockholders in accordance with the merger agreement.

Promptly (and in any event within one business day) following the effective time of the merger, Parent and the surviving corporation will cause the payment agent to mail to each holder of record (as of immediately prior to the effective time of the merger) of a certificate that immediately prior to the effective time of the merger represented outstanding shares of our common stock (other than excluded shares), a letter of transmittal and instructions advising stockholders how to surrender stock certificates in exchange for merger consideration. Upon receipt of (1) surrendered certificates for cancellation (or an appropriate affidavit for lost, stolen or destroyed certificates, together with any required bond); and (2) a duly completed and signed letter of transmittal and such other documents as may be reasonably requested by the payment agent, the holder of such certificate will be entitled to receive an amount in cash equal to the product of (x) the aggregate number of shares of our common stock represented by such certificate and (y) the per share price. The amount of any per share price paid to our stockholders will not include interest and may be reduced by any applicable withholding taxes.

Notwithstanding the foregoing, any holder of shares of our common stock held in book-entry form (which we refer to as “uncertificated shares”) will not be required to deliver a certificate or an executed letter of transmittal (as both are described above) to the payment agent to receive the consideration payable in respect thereof. Each holder of record (as of immediately prior to the effective time of the merger) of uncertificated shares that immediately prior to the effective time of the merger represented an outstanding share of our common stock will, upon receipt of an “agent’s message” in customary form at the effective time of the merger, and any documents as may reasonably be requested by the payment agent, be entitled to receive, and the payment agent will pay and

 

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deliver as promptly as practicable, an amount in cash equal to the product of (1) the aggregate number of shares of our common stock represented by such holder’s transferred uncertificated shares; and (2) the per share price. The amount of consideration paid to such Everbridge stockholders will not include interest and may be reduced by any applicable withholding taxes.

If any cash deposited with the payment agent is not claimed within one year following the effective time of the merger, such cash will be returned to Parent upon demand, and any of our stockholders as of immediately prior to the merger who have not complied with the exchange procedures in the merger agreement will thereafter look only to Parent for satisfaction of payment of the merger consideration (subject to abandoned property law, escheat law or similar laws). None of the payment agent, Parent, the surviving corporation or any other party will be liable to any of our stockholder with respect to any cash amounts properly paid to a public official pursuant to any applicable abandoned property law, escheat law or similar laws.

The letter of transmittal will include instructions if a stockholder has lost a share certificate or if such certificate has been stolen or destroyed. In the event that any share certificates have been lost, stolen or destroyed, then the payment agent will issue the per share price to such holder upon the making by such holder of an affidavit for such lost, stolen or destroyed certificate. Parent or the payment agent may, in its discretion and as a condition precedent to the payment of the per share price, require such stockholder to deliver a bond in such amount as Parent or the payment agent may direct as indemnity against any claim that may be made against Parent, the surviving corporation or the payment agent with respect to such certificate.

Representations and Warranties

The merger agreement contains representations and warranties of Everbridge, Parent and Merger Sub.

Some of the representations and warranties in the merger agreement made by Everbridge are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the merger agreement, “Company Material Adverse Effect” means, with respect to Everbridge, any change, event, condition, development, violation, inaccuracy, effect or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Everbridge and its subsidiaries, taken as a whole, but excluding, in each case, any such effect to the extent arising out of, relating to or resulting from:

 

   

general economic conditions in the United States or any other country or region in the world, or conditions in the global economy generally (except to the extent that such effect has had a materially disproportionate adverse effect on Everbridge relative to comparable companies operating in the industry in which Everbridge and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

 

   

conditions in the financial markets, credit markets, equity markets, debt markets, currency markets or capital markets in the United States or any other country or region in the world, including (1) changes in interest rates or credit ratings in the United States or any other country; (2) changes in exchange rates for the currencies of any country; or (3) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world (except, in each case, to the extent that such effect has had a materially disproportionate adverse effect on Everbridge relative to comparable companies operating in the industry in which Everbridge and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

 

   

conditions in the industries in which Everbridge and its subsidiaries conduct business or in any specific jurisdictions or geographical area in which Everbridge and its subsidiaries conduct business, or changes in such conditions (except to the extent that such effect has had a materially disproportionate adverse

 

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effect on Everbridge relative to comparable companies operating in the industry in which Everbridge and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

 

   

regulatory, legislative or political conditions (including anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar actions) in the United States or any other country or region in the world (except to the extent that such effect has had a materially disproportionate adverse effect on Everbridge relative to the comparable companies operating in the industry in which Everbridge and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

 

   

any geopolitical conditions, cyberattack, outbreak of hostilities, armed conflicts, civil unrest, civil disobedience, acts of war, sabotage, cyberattack, cybercrime, terrorism or military actions (including, in each case, any escalation or worsening of any of the foregoing) in the United States or any other country or region in the world, including an outbreak or escalation of hostilities involving the United States or any other governmental authority or the declaration by the United States or any other governmental authority of a national emergency or war (except to the extent that such effect has had a materially disproportionate adverse effect on Everbridge relative to comparable companies operating in the industry in which Everbridge and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

 

   

earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires, nuclear incidents, foreign or domestic social protest or social unrest (whether or not violent), or other natural or man-made disasters, weather conditions, power outages or other force majeure events in the United States or any other country or region in the world (or escalation or worsening of any such events or occurrences, including, in each case, the response of governmental authorities) (except to the extent that such effect has had a materially disproportionate adverse effect on Everbridge relative to comparable companies operating in the industry in which Everbridge and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

 

   

pandemics (including the COVID-19 pandemic), epidemics, plagues, contagious disease outbreaks or other comparable events (including any quarantine restrictions mandated or recommended by any governmental authority), or escalation or worsening of any such events or occurrences, including, in each case, the response of governmental authorities (including “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester, safety or similar law, directive, guideline, response or recommendation of or promulgated by any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, or other reasonable actions taken, in each case, in connection with or in response to COVID-19 and including, in each case, any changes in any such law, directive, guidance, response or recommendation (which we refer to as “COVID-19 measures”)) in the United States or any other country or region in the world;

 

   

any effect with respect to COVID-19 or any COVID-19 measures;

 

   

inflation or any changes in the rate of increase or decrease of inflation (in each case, except to the extent that such effect has had a materially disproportionate adverse effect on Everbridge relative to comparable companies operating in the industry in which Everbridge and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

 

   

the development, continuation or worsening of supply chain disruptions affecting the industry in which Everbridge and its subsidiaries conduct business (except to the extent that such effect has had a

 

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materially disproportionate adverse effect on Everbridge relative to comparable companies operating in the industry in which Everbridge and its subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred);

 

   

the negotiation, execution, delivery, announcement or performance of the original merger agreement, merger agreement or the pendency or consummation of the merger including the impact thereof on the relationships, contractual or otherwise, of Everbridge and its subsidiaries with employees (including any employee attrition), suppliers, customers, partners, lenders, lessors vendors, governmental authorities or any other third person (except that this exception shall not apply to representations and warranties that specifically address the consequences of the entry into the original merger agreement, merger agreement or the consummation of the merger);

 

   

the compliance by any party with the express terms of the original merger agreement or merger agreement, including any action taken or refrained from being taken pursuant to or in accordance with the original merger agreement or merger agreement;

 

   

any action expressly required to be taken pursuant to the original merger agreement or merger agreement, any action taken or refrained from being taken, in each case to which Parent has expressly approved, consented to or requested in writing (including by email) following the date of the original merger agreement or merger agreement, and any failure to take any action resulting from Parent’s failure to grant any approval or consent requested by Everbridge to take any reasonable action restricted or prohibited by the original merger agreement or merger agreement;

 

   

changes or proposed changes in GAAP or other accounting standards or law (or the enforcement or interpretation of any of the foregoing), including the adoption, implementation, repeal, modification, reinterpretation or proposal thereof, changes in the regulatory accounting requirements applicable to any industry in which Everbridge and its subsidiaries operate (including the adoption, implementation, repeal, modification reinterpretation or proposal thereof), or any action taken for the purpose of complying with GAAP or any law (including any action taken or not taken as required by any law, governmental authority or otherwise to respond to the impact, presence, outbreak or spread of any pandemic (including COVID-19), epidemic, contagious disease outbreaks or other comparable event);

 

   

changes in the price or trading volume of our common stock or any change in the credit rating of Everbridge or any of its securities, in and of itself (it being understood that any cause of such change may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred to the extent not otherwise excluded under this definition);

 

   

any failure, in and of itself, by Everbridge and its subsidiaries to meet any internal or public estimates, forecasts, predictions, budgets, plans, projections or expectations of Everbridge’s revenue, earnings, financial performance, results of operations or other financial or operating metrics for any period (it being understood that the cause of any such failure may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred to the extent not otherwise excluded under this definition);

 

   

the availability or cost of equity, debt or other financing to Parent or Merger Sub, or any of their respective affiliates;

 

   

any transaction litigation or other legal proceeding threatened, made or brought by any of our current or former stockholders (on their own behalf or on behalf of Everbridge) against Everbridge, any of its stockholders, executive officers or other employees or any member of the Everbridge Board (or any affiliates of any of the foregoing) in connection with, arising from or otherwise relating to the merger, including any legal proceeding for appraisal rights of the fair value of any shares of our common stock;

 

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the identity of, or any facts or circumstances relating to, Thoma Bravo Fund, Parent or Merger Sub or their respective affiliates or the respective equity or debt financing sources of or investors in any of the foregoing or their respective plans or intentions of the foregoing with respect to Everbridge or its business;

 

   

any matter set forth in the company disclosure letter delivered by Everbridge to Parent in connection with the merger agreement; or

 

   

any breach of the merger agreement by Parent or Merger Sub.

In the merger agreement, Everbridge has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement and the company disclosure letter. These representations and warranties relate to, among other things:

 

   

organization and good standing;

 

   

corporate power and enforceability;

 

   

approval of the Everbridge Board, fairness opinion and anti-takeover laws;

 

   

the nature of the required approval of our stockholders;

 

   

non-contravention of certain agreements and laws;

 

   

requisite governmental approvals;

 

   

Everbridge’s capitalization;

 

   

Everbridge’s subsidiaries and their capitalization;

 

   

Everbridge’s SEC reports;

 

   

Everbridge’s financial statements, internal controls and indebtedness;

 

   

no undisclosed liabilities;

 

   

absence of certain changes;

 

   

material contracts;

 

   

real property matters;

 

   

environmental matters;

 

   

intellectual property matters;

 

   

privacy and security matters;

 

   

tax matters;

 

   

employee plans;

 

   

labor matters;

 

   

permits;

 

   

compliance with laws;

 

   

legal proceedings and orders;

 

   

government contracts;

 

   

insurance;

 

   

related party transactions; and

 

   

brokers.

 

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Certain of the representations and warranties made by Everbridge are made as of February 4, 2024, the date of the original merger agreement. Under the merger agreement, Parent and Merger Sub acknowledge that Everbridge has not made any representations or warranties other than those expressly set forth in the merger agreement or the certificate delivered by Everbridge pursuant to the merger agreement, and expressly disclaim reliance on any representation, warranty or other information regarding Everbridge, other than those expressly set forth in the merger agreement or the certificate delivered by Everbridge pursuant to the merger agreement.

In the merger agreement, Parent and Merger Sub have made customary representations and warranties to Everbridge that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

 

   

organization and good standing;

 

   

power and enforceability;

 

   

non-contravention of certain agreements and laws;

 

   

requisite governmental approvals;

 

   

legal proceedings and orders;

 

   

ownership of Parent and Merger Sub capital stock;

 

   

brokers;

 

   

no Parent vote or approval required;

 

   

financing;

 

   

solvency;

 

   

absence of stockholder and management arrangements; and

 

   

non-foreign status.

Certain of the representations and warranties made by Everbridge are made as of February 4, 2024, the date of the original merger agreement. Under the merger agreement, Everbridge acknowledges that Parent and Merger Sub have not made any representations or warranties other than those expressly set forth in the merger agreement or the certificate delivered by Parent and Merger Sub pursuant to the merger agreement and expressly disclaims reliance on any representation, warranty or other information regarding Parent and Merger Sub, other than those expressly set forth in the merger agreement or the certificate delivered by Parent and Merger Sub pursuant to the merger agreement.

The representations and warranties contained in the merger agreement will not survive the consummation of the merger.

Conduct of Business Pending the Merger

Other than as contemplated by the merger agreement, set forth in the company disclosure letter or approved by Parent, from February 4, 2024 to the effective time of the merger (or termination of the merger agreement) (which we refer to as the “pre-closing period”), Everbridge agreed to, subject to certain exceptions, use its reasonable best efforts to:

 

   

conduct its business and operations in the ordinary course of business;

 

   

preserve intact its material assets, properties, material contracts and business organizations;

 

   

keep available the services of its current officers and key employees; and

 

   

preserve its current relationships with material customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors and other persons with whom Everbridge or any of its subsidiaries has business relations.

 

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During the pre-closing period, Everbridge has also agreed that it will not:

 

   

amend or otherwise change Everbridge’s charter, bylaws or any other similar organizational document;

 

   

propose or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

 

   

issue, sell or deliver or agree or commit to issue, sell or deliver any Everbridge securities (including any Everbridge equity-based awards) (whether through the issuance or granting of options, restricted stock units, warrants, commitments, subscriptions, rights to purchase or otherwise), except, in each case, (1) for the issuance, delivery or sale of (or agreement or commitment to issue, sell or deliver) our common stock pursuant to Everbridge options, Everbridge RSUs, or Everbridge PSUs or convertible notes outstanding as of February 4, 2024, or pursuant to the ESPP, in each case, in accordance with their terms and the terms of the merger agreement; (2) the issuance of company securities, cash or any combination of company securities and cash pursuant to the terms of the Indentures; (3) the issuance of company securities in transactions solely between Everbridge and any of its subsidiaries; or (4) in connection with agreements in effect as of February 4, 2024 that are set forth on the company disclosure letter;

 

   

acquire, repurchase or redeem any of its equity securities, except, in each case, (1) pursuant to the terms and conditions of Everbridge RSUs or Everbridge PSUs outstanding as of February 4, 2024, in accordance with their terms as in effect as of February 4, 2024; or to otherwise satisfy tax obligations with respect to awards granted pursuant to Everbridge equity plans or to pay the exercise price of Everbridge options, in each case, in accordance with the existing terms of the applicable Everbridge equity plan as in effect as of February 4, 2024; (2) for transactions between Everbridge and any of its subsidiaries or (3) pursuant to the terms of Everbridge’s capped call transactions as in effect as of February 4, 2024;

 

   

(1) adjust split, subdivide, combine or reclassify any shares of capital stock, or other equity or voting interests; (2) declare, set aside, establish a record date for, authorize or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof in respect of any shares of its capital stock or other equity or voting interests) or make any other actual, constructive or deemed distribution in respect of its capital stock or other equity or voting interests, except for cash dividends made by any wholly-owned subsidiary of Everbridge to Everbridge or one of its other wholly-owned subsidiaries; (3) pledge or encumber any of its capital stock or other equity or voting interests; or (4) modify the terms of any of its capital stock or other equity or voting interests;

 

   

acquire or agree to acquire (by merger, consolidation or acquisition of stock or assets) any third person or any material equity interest in such person, or enter into any contractual joint venture or similar arrangement or partnership with any third person;

 

   

sell, lease, license, transfer, assign, exchange or swap, or subject to any lien (other than certain liens permitted under the merger agreement), or otherwise dispose of, any portion of its material properties or assets, including the capital stock of any of its Subsidiaries, in each case, with a value of, or for consideration, in excess of $10,000,000 individually or $30,000,000 in the aggregate;

 

   

acquire, or agree to acquire, fee ownership (or its jurisdictional equivalent) of any real property;

 

   

(1) incur or assume any indebtedness or issue any debt securities, except, in each case (a) short-term debt incurred to fund operations of the business in the ordinary course of business, (b) for loans or advances solely between Everbridge subsidiaries or between Everbridge and its subsidiaries; or (c) obligations incurred pursuant to business credit cards in the ordinary course of business; (2) assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any third person except with respect to obligations of Everbridge’s subsidiaries; (3) make any loans advances or capital contributions to, or investments in, any third person, except, in each case, for (a) extensions of credit to customers in the ordinary course of business, (b) advances of reimbursable expenses to directors,

 

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officers and other employees, in each case, in the ordinary course of business and (c) for loans or advances between wholly-owned Everbridge subsidiaries or between Everbridge and its wholly-owned subsidiaries and capital contributions in or to subsidiaries of Everbridge; or (4) mortgage, pledge or otherwise encumber any assets, tangible or intangible, or create any lien thereon (other than certain permitted liens);

 

   

except (A) in order to comply with applicable law, (B) as required pursuant to the existing terms of any Everbridge benefit plan in effect as of February 4, 2024 listed on the company disclosure letter and made available to Parent or (C) as provided in the merger agreement, (1) establish, adopt, enter into, terminate or amend any material Everbridge benefit plan (or any plan, policy, agreement, Contract or arrangement that would be an Everbridge benefit plan in effect as of February 4, 2024), or take any action to accelerate the vesting, payment or funding of any compensation or benefits under, any Everbridge benefit plan (or any plan, policy, agreement, contract or arrangement that would be an Everbridge benefit plan in effect as of February 4, 2024); (2) grant to any service provider whose annual cash on target compensation exceeds $300,000 any increase or decrease in cash on target compensation, bonus, incentive or fringe or other benefits; (3) grant to any service provider any new or increased change in control, retention, transaction or stay bonus, tax gross-up, special remuneration, equity or equity-based award, bonus or incentive, deal or stay bonus Severance or termination pay, or materially amend or modify any such arrangement; (4) enter into, terminate amend or modify any employment agreement, offer letter, consulting agreement or arrangement, or change in control, retention, transaction or stay bonus, tax gross-up, special remuneration, severance or termination agreement or arrangement with any service provider (other than entering into at-will offer letters with newly-hired non-officer employees with total annual cash compensation equal to or less than $300,000 in the ordinary course of business consistent with past practice); or (5) terminate, engage or hire any employee or individual service provider of Everbridge or Everbridge subsidiaries with total annual cash on target compensation in excess of $300,000, other than terminations for cause;

 

   

settle, release, waive or compromise any pending or threatened material legal proceeding, except for the settlement of any legal proceedings (1) solely for monetary damages in an amount (a) not in excess of $5,000,000 or (b) that does not exceed the amount reflected or reserved against in the unaudited Everbridge balance sheet; or (2) settled in compliance with the merger agreement;

 

   

except as required by applicable law or GAAP, (1) other than in the ordinary course of business, revalue in any material respect any of its properties or assets, including writing-off notes or accounts receivable; or (2) make any change in any of its accounting principles or practices;

 

   

(1) make or change any material tax election; (2) settle or compromise any material tax claim or assessment; (3) consent to any extension or waiver of any limitation period with respect to any material tax claim or assessment (other than in connection with a customary extension of time automatically granted to file a tax return of no longer than seven (7) months); (4) file an amended tax return that could materially increase the taxes payable by Parent or its affiliates (including, after the Closing, Everbridge and its subsidiaries); (5) affirmatively surrender any right to claim a refund of material taxes; (6) fail to pay any material tax that becomes due and payable except to the extent such tax is contested in good faith; or (7) enter into a closing agreement with any governmental authority regarding any material tax;

 

   

(1) incur, authorize or commit to incur any material capital expenditures other than (a) consistent in all material respects with the capital expenditure budget set forth in the company disclosure letter, (b) pursuant to obligations imposed by material contracts or leases or (c) pursuant to agreements in effect prior to February 4, 2024; (2) except in the ordinary course of business, (a) enter into any contract which if entered into prior to February 4, 2024 would be a material contract, or (b) modify or amend any material rights under any material contract in a manner that is adverse in any material respect to Everbridge and its subsidiaries, taken as whole, or terminate any material contract (other than any material contract that has expired in accordance with its terms); (3) maintain insurance at less than current levels or otherwise in a manner inconsistent with past practice; (4) engage in any

 

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transaction with, or enter into any agreement, arrangement or understanding with, any affiliate of Everbridge or other person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404 of Regulation S-K; (5) effectuate a “plant closing,” “mass layoff” or other employee layoff event affecting in whole or in part any site of employment, facility, operating unit or employee; (6) grant any material refunds, credits, rebates or other allowances to any end user, customer, reseller or distributor, in each case other than in the ordinary course of business; or (7) waive, release, grant, encumber or transfer any right of material value to Everbridge and its subsidiaries, taken as a whole, other than in the ordinary course of business;

 

   

negotiate, modify, extend, terminate or enter into any labor agreement, or recognize or certify any labor union, works council or other labor organization as the bargaining representative for any employees of Everbridge or its subsidiaries;

 

   

waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any service provider;

 

   

sell, assign, transfer, lease, license (other than certain permitted liens), abandon, let lapse, cancel, dispose of, or otherwise subject to any lien or other encumbrance (in each case, other than certain permitted liens) any material Everbridge intellectual property, except for non-exclusive licenses of intellectual property entered in the ordinary course of business;

 

   

disclose or abandon any material trade secrets except in the ordinary course of business and to the extent not economically desirable to maintain for the conduct of the business of Everbridge and its subsidiaries, or disclose, license, make available, or deliver any source code for any Everbridge software to any person except to an employee, third-party service provider or other agent obligated in writing to (1) maintain the confidentiality of, and not disclose, such source code; and (2) use such source code only in the provision of services to Everbridge or any of its subsidiaries;

 

   

make any material change to Everbridge’s or any of its subsidiaries’ policies or procedures with respect to their processing of personal information, except as required by applicable law, except to remediate any privacy or security issue that Everbridge and its subsidiaries reasonably believes is material, to comply with applicable privacy and data security requirements (but with respect to privacy and data security requirements that consist of contractual obligations, solely those that are in effect during the period before the closing of the merger (provided that any such contractual obligations entered into after February 4, 2024 must be entered into in accordance with the terms of the merger agreement and in the ordinary course of business)) or as otherwise directed or required by a governmental authority; or

 

   

enter into or agree or commit to enter into a contract to take any such prohibited actions.

No Solicitation of Other Acquisition Offers

Following the execution of the merger agreement, Everbridge agreed to, and agreed to (1) cause its subsidiaries and its executive officers and directors, (2) instruct its legal and financial advisors and (3) use reasonable best efforts to cause each of its representatives to, in each case, cease and cause to be terminated any discussions or negotiations with any person and its representatives that is prohibited under the merger agreement, and terminate any data room access (or other access to diligence) granted to any such person and its representatives (other than Parent and its representatives).

In particular, under and subject to the terms of the merger agreement, following the execution of the merger agreement, Everbridge, its subsidiaries, and their respective directors and executive officers, will not, and Everbridge will not authorize or direct any of its subsidiaries’ other employees, consultants or other representatives to, directly or indirectly:

 

   

solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an acquisition proposal;

 

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furnish to any person or group (other than Parent, Merger Sub or any of their respective representatives) any non-public information relating to Everbridge or any of its subsidiaries or afford to any person or group (other than Parent, Merger Sub or any of their respective representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Everbridge or any of its subsidiaries, in any such case in connection with any acquisition proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an acquisition proposal or the making of any proposal that would reasonably be expected to lead to an acquisition proposal;

 

   

knowingly participate, facilitate, or engage in discussions or negotiations with any person or group with respect to an acquisition proposal or with respect to any inquiries from third persons relating to the making of an acquisition proposal, other than informing such persons of the solicitation provisions contained in the merger agreement, or discussing any acquisition proposal made by any person or group making the acquisition proposal with such person or group solely to the extent necessary to clarify the terms of the acquisition proposal;

 

   

approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an acquisition proposal;

 

   

enter into any alternative acquisition agreement; or

 

   

authorize or commit to do any of the foregoing.

Under and subject to the terms of the merger agreement, from the date of the merger agreement until Everbridge received the requisite stockholder approval, Everbridge and the Everbridge Board (or a committee thereof) may, directly or indirectly through one or more of their representatives (including its financial advisor), (1) participate or engage in discussions or negotiations with; (2) subject to an acceptable confidentiality agreement, (a) furnish any non-public information relating to Everbridge or any of its subsidiaries to or (b) afford access to the business, properties, assets, books, records or other non-public information or to any personnel, of Everbridge or any of its subsidiaries to; or (3) otherwise facilitate the making of a superior proposal by, in each case, any person or group or their respective representatives that has made, renewed or delivered to Everbridge an acquisition proposal after the date of the merger agreement that was not solicited in material breach of the applicable restrictions. Everbridge and the Everbridge Board (or a committee thereof) may only take the actions in the foregoing clauses (1), (2) and (3) if the Everbridge Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (A) such acquisition proposal either constitutes a superior proposal or is reasonably likely to lead to a superior proposal; and (B) the failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law. From the date of the merger agreement until the earlier to occur of the effective time of the merger and the termination of the merger agreement, Everbridge has agreed that it will promptly (and, in any event, within 48 hours from the receipt thereof) notify Parent in writing (x) of the entry by Everbridge or any of its subsidiaries into an acceptable confidentiality agreement with a third party who has made or could make an acquisition proposal (or, if such third party was already party to a confidentiality agreement with Everbridge or any of its subsidiaries prior to the date of the original merger agreement, then Everbridge shall instead notify Parent within 24 hours of granting data room access to such third party or its Representatives, it being understood that such notification need only be made one time with respect to such third party and its representatives), and (y) if any acquisition proposal is, to the knowledge of Everbridge, received by Everbridge or its representatives of any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Everbridge or any of its representatives, which requests discussions or negotiations that would reasonably be expected to lead to an acquisition proposal. Such notice must include (i) the identity of the person or group making such proposal, or request (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such person or group that is in effect on the date of the merger agreement); (ii) a summary of the material terms and conditions of such proposal or request and, if in writing, a copy thereof; and (iii) copies of any material agreements and documents submitted in connection therewith. In addition, Everbridge must keep Parent reasonably informed, on a prompt basis (and in any event within 48 hours of any material development), of the

 

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status and terms of any such proposal and of any such discussions or negotiations, including providing copies of any new or amended agreements or documents submitted in connection therewith.

For purposes of this proxy statement:

 

   

acceptable confidentiality agreement” means a customary confidentiality agreement that is either (i) in effect as of the execution of the merger agreement or (ii) executed after the execution of this Agreement; provided, however, that, with respect to such agreements executed and delivered following the execution and delivery of the merger agreement, the provisions contained therein relating to the confidential treatment of information and use thereof are not materially less restrictive in the aggregate to the counterparty than those contained in the confidentiality agreement between Everbridge and Thoma Bravo (except for such changes necessary in order for Everbridge to be able to comply with its obligations under the merger agreement), it being understood that such confidentiality agreement need not contain any “standstill” or similar provisions or otherwise prohibit the making of, or amendment to, any acquisition proposal.

 

   

acquisition proposal” means any offer or proposal (other than an offer or proposal by Parent or Merger Sub) to Everbridge or the Everbridge Board (or any committee thereof) to engage in an acquisition transaction.

 

   

acquisition transaction” means any transaction or series of related transactions (other than the merger) involving:

 

   

any direct or indirect purchase or other acquisition by any person or group (other than Parent or Merger Sub or any of their affiliates, or any group that includes Parent or Merger Sub or any of their affiliates), whether from Everbridge or any other person, of securities representing more than 15% of the total outstanding voting power of Everbridge after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any person or group that, if consummated in accordance with its terms, would result in such person or group beneficially owning more than 15% of the total outstanding voting power of Everbridge after giving effect to the consummation of such tender offer or exchange offer; or

 

   

any direct or indirect purchase or other acquisition by any person or group (other than Parent or Merger Sub or any of their affiliates, or any group that includes Parent or Merger Sub or any of their affiliates) of assets constituting or accounting for more than 15% of the revenue, net income or consolidated assets of Everbridge and its subsidiaries, taken as a whole; or

 

   

any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction involving Everbridge (or any of its subsidiaries whose business accounts for more than 15% of the revenue, net income or consolidated assets of Everbridge and its subsidiaries, taken as a whole) pursuant to which any person or group (other than Parent or Merger Sub or any of their affiliates, or any group that includes Parent or Merger Sub or any of their affiliates) would hold securities representing more than 15% of the total outstanding voting power of Everbridge (or the surviving company) outstanding after giving effect to the consummation of such transaction.

 

   

superior proposal” means any written acquisition proposal on terms that the Everbridge Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) would be more favorable, from a financial point of view, to our stockholders (in their capacity as such) than the merger (taking into account (1) any revisions to the merger agreement made or proposed in writing by Parent prior to the time of such determination; and (2) those factors and matters deemed relevant in good faith by the Everbridge Board (or any committee thereof), which factors may include the (a) identity of the person making the proposal, (b) likelihood of consummation in accordance with the terms of such acquisition proposal and (c) legal, financial (including the financing terms), regulatory, timing and other aspects of such acquisition proposal. For purposes of the

 

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reference to an “acquisition proposal” in this definition, all references to “15%” in the definition of “acquisition transaction” will be deemed to be references to “50.1%.”

The Everbridge Board’s Recommendation; Board Recommendation Change

The Everbridge Board has recommended that the holders of shares of our common stock vote “FOR” the proposal to adopt the merger agreement. Under the merger agreement, except as set forth below, at no time after the date of the merger agreement may the Everbridge Board (or a committee thereof):

 

   

withhold, withdraw, amend, qualify or modify, or publicly propose to withhold, withdraw, amend, qualify or modify, the Everbridge Board recommendation in a manner adverse to Parent (it being understood that it shall be considered a modification adverse to Parent if (1) any acquisition proposal structured as a tender or exchange offer is commenced and the Everbridge Board fails to publicly recommend against acceptance of such tender or exchange offer by our stockholders within ten business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act, or (2) any acquisition proposal is publicly announced (other than by commencement of a tender or exchange offer) and the Everbridge Board fails to issue a public press release within ten business days of such public announcement providing that the Everbridge Board reaffirms the Everbridge Board recommendation);

 

   

adopt, approve or recommend an acquisition proposal;

 

   

fail to publicly reaffirm the Everbridge Board recommendation within ten business days of the occurrence of a material event or development and after Parent so requests in writing (or, if the Everbridge stockholder meeting is scheduled to be held within ten business days, then within three business days after Parent so requests in writing) (it being understood that Everbridge will not be obligated to affirm the Everbridge Board recommendation on more than two occasions);

 

   

make any recommendation in connection with a tender or exchange offer, other than a recommendation against such offer or the issuance of a “stop, look and listen” communication by the Everbridge Board (or a committee thereof) to our stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) (it being understood that the Everbridge Board (or a committee thereof) may refrain from taking a position with respect to an acquisition proposal until 5:30 p.m., Eastern time, on the tenth business day after the commencement of a tender or exchange offer in connection with such acquisition proposal without such action being considered a violation of the merger agreement);

 

   

fail to include the Everbridge Board recommendation in the proxy statement (we refer to the actions described in these five bullets as an “Everbridge Board recommendation change”); or

 

   

cause or permit Everbridge or any of its subsidiaries to enter into an alternative acquisition agreement.

At any time prior to obtaining the requisite stockholder approval, if Everbridge has received a written acquisition proposal that the Everbridge Board (or a committee thereof) has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a superior proposal, then the Everbridge Board may (1) effect an Everbridge Board recommendation change with respect to such superior proposal; or (2) authorize Everbridge to terminate the merger agreement to enter into an alternative acquisition agreement with respect to such superior proposal, in each case if and only if:

 

   

the Everbridge Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with the Everbridge Board’s fiduciary duties pursuant to applicable law;

 

   

Everbridge has complied in all material respects with its obligations pursuant to the merger agreement with respect to such acquisition proposal;

 

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Everbridge has provided prior written notice to Parent at least four business days in advance (which we refer to as the “notice period”) to the effect that the Everbridge Board (or a committee thereof) has (1) received a written acquisition proposal that has not been withdrawn; (2) concluded in good faith (after consultation with its financial advisor and outside legal counsel) that such acquisition proposal constitutes a superior proposal; and (3) resolved to effect an Everbridge Board recommendation change or to terminate the merger agreement, which notice describes the basis for such Everbridge Board recommendation change or termination, including the identity of the person or group making such acquisition proposal, the material terms of such acquisition proposal and include copies of all definitive agreements relating to such acquisition proposal; and

 

   

prior to effecting such Everbridge Board recommendation change or termination, Everbridge and its representatives, until 11:59 p.m., Eastern time, on the last day of the notice period, have negotiated with Parent and its representatives in good faith (to the extent that Parent desires to negotiate) to make such adjustments to the terms and conditions of the merger agreement and the transaction documents so that such acquisition proposal would cease to constitute a superior proposal, and (A) in the event of any material revision, amendment, update or supplement to such acquisition proposal, Everbridge agreed to be required to deliver a new written notice to Parent and to comply with the requirements of the merger agreement with respect to such new written notice (with the “notice period” in respect of such new written notice being two business days from the later of (i) the delivery of such written notice to Parent or (ii) the end of the original notice period); and (B) at the end of the notice period, the Everbridge Board (or a committee thereof) must have in good faith (after consultation with its financial advisor and outside legal counsel and taking into account Parent’s proposed revisions to the terms and conditions of the merger agreement) reaffirmed its determination that such acquisition proposal is a superior proposal.

At any time prior to obtaining the requisite stockholder approval, other than in connection with a written acquisition proposal that constitutes a superior proposal, the Everbridge Board (or a committee thereof) may effect an Everbridge Board recommendation change in response to an intervening event if and only if:

 

   

the Everbridge Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with the Everbridge Board’s fiduciary duties pursuant to applicable law;

 

   

Everbridge has provided prior written notice to Parent at least four business days in advance to the effect that the Everbridge Board (or a committee thereof) has (1) so determined and (2) resolved to effect an Everbridge Board recommendation change, which notice will specify in reasonable detail the basis for such Everbridge Board recommendation change and will describe the intervening event in reasonable detail; and

 

   

prior to effecting such Everbridge Board recommendation change, Everbridge and its representatives, until 5:00 p.m., Eastern time, at the end of such period, have (1) negotiated with Parent and its representatives in good faith (to the extent that Parent requests to negotiate) to make such adjustments to the terms and conditions of the merger agreement and the transaction documents so that the Everbridge Board (or a committee thereof) no longer determines in good faith that the failure to make an Everbridge Board recommendation change in response to such intervening event would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law; (2) permitted Parent and its representatives to make a presentation to the Everbridge Board regarding the merger agreement and any adjustments with respect thereto (to the extent that Parent requests to make such a presentation); and (3) following such four business day period, the Everbridge Board (or a committee thereof) (after consultation with its financial advisor and outside legal counsel and taking into account Parent’s proposed revisions to the terms and conditions of the merger agreement and the transaction documents) has determined that the failure of the Everbridge Board (or a committee thereof) to make an Everbridge Board recommendation change would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law, it being understood that each time that material

 

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modifications or developments with respect to the intervening event occur, Everbridge has agreed to notify Parent of such modification and the four business day period will recommence and be extended for two business days from the later of (A) the delivery of such written notice to Parent or (B) the end of the original four business day notice period.

For purposes of this proxy statement, “intervening event” means any effect, or any material consequence of such effect, that (1) as of the date of the merger agreement was not known or reasonably foreseeable by the Everbridge Board, in each case based on facts known to the Everbridge Board as of the date of the merger agreement, or if known to or reasonably foreseeable by the Everbridge Board, the material consequences of which were not known to or reasonably foreseeable by the Everbridge Board as of the date of the merger agreement; and (2) does not relate to (a) an acquisition proposal or (b) the mere fact, in and of itself, that Everbridge meets or exceeds any internal or public projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the date of the merger agreement, or changes after the date of the merger agreement in the market price or trading volume of our common stock or the credit rating of Everbridge or any of its securities (it being understood that the underlying cause of any of the foregoing in this clause (b) may be considered and taken into account in determining whether an intervening event has occurred).

Stockholder Meeting

Everbridge has agreed to take all action necessary to establish a record date for, duly call, give notice of, convene and hold the special meeting as promptly as reasonably practicable following the sending of this proxy statement. Everbridge is permitted to postpone or adjourn the special meeting in certain circumstances related to soliciting additional proxies or requirements of applicable law.

Employee Benefits

From and after the effective time of the merger, the surviving corporation will honor all Everbridge benefit plans in accordance with their terms as in effect immediately prior to the effective time of the merger, except that the surviving corporation is permitted to amend or terminate Everbridge benefit plans in accordance with their terms or if otherwise required by applicable law.

For the benefits period, the surviving corporation and its subsidiaries will:

 

   

maintain employee benefits for the benefit of each continuing employee (other than excluded benefits) that are substantially comparable in the aggregate to those in effect at Everbridge or its subsidiaries as of February 4, 2024;

 

   

provide an annual base salary or wage rate, and target annual cash bonus opportunity to each continuing employee that is, in each case, no less favorable than the base salary or wage rate and target annual cash bonus opportunities that were provided to such continuing employee immediately prior to the effective time; and

 

   

provide to continuing employees cash severance benefits upon a qualifying termination of employment (subject to satisfying any requirements required by Parent) that are substantially the same as those provided by Everbridge and its subsidiaries as of February 4, 2024.

At or after the effective time of the merger, Parent, the surviving corporation or any other subsidiary of Parent will cause continuing employees to receive credit for all service (1) with Everbridge and its subsidiaries prior to the effective time of the merger, and (2) with Parent, the surviving corporation, and any of their subsidiaries on or after the effective time of the merger, for purposes of eligibility to participate, vesting and entitlement to benefits for purposes of vacation accrual and severance pay entitlement (but not including for any excluded benefits), to the same extent such service was credited under the corresponding Everbridge benefit plan in which such continuing employee participated immediately prior to February 4, 2024.

 

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Additionally, Parent will, or will cause the surviving corporation or any other subsidiary of Parent to, use commercially reasonable efforts to provide that:

 

   

each continuing employee will be immediately eligible to participate in any New Plan to the extent that coverage pursuant to any New Plan replaces coverage pursuant to a comparable Old Plan;

 

   

for purposes of New Plans providing medical, dental, pharmaceutical, or vision benefits to any continuing employee, cause all pre-existing conditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work requirements of such New Plan to be waived for such continuing employee and his or her covered dependents, to the same extent waived under the corresponding Everbridge benefit plan;

 

   

during the plan year in which the closing of the merger occurs, cause any eligible expenses paid by such continuing employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date that such continuing employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such continuing employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and

 

   

any vacation or paid time off accrued but unused by a continuing employee as of immediately prior to the effective time of the merger will be credited to such continuing employee following the effective time of the merger, will not be subject to accrual limits or other forfeiture and will not limit future accruals.

Efforts to Close the Merger

HSR Act; FDI Laws

Everbridge and Parent have each agreed to use its respective reasonable best efforts to (1) seek to obtain all necessary consents, waivers, approvals, orders, authorizations and expirations or terminations of applicable waiting periods from governmental authorities, and take all actions to avoid or eliminate each and every impediment under applicable law; (2) make all registrations, declarations and filings with governmental authorities, in each case that are necessary to consummate the merger; (3) file a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act with the FTC and the Antitrust Division of the DOJ; (4) as promptly as reasonably practicable make all filings pursuant to certain applicable FDI laws; and (5) take all action necessary to, as soon as reasonably practicable, cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act applicable to the merger or receive approval, non-disapproval or clearance for any FDI filing.

Everbridge and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the FTC and the DOJ on February 16, 2024.

In addition, Parent, in coordination and consultation with Everbridge, submitted one of the specified FDI filings on March 8, 2024. The parties intend to submit the other specified FDI filings as soon as is reasonably practicable.

Each of Parent and Merger Sub agreed to, if and to the extent necessary to obtain clearance of the merger pursuant to the HSR Act and any other antitrust laws or FDI laws applicable to the merger, take all actions necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under any antitrust laws or FDI laws; provided, however, that Parent and Merger Sub need not, and Everbridge agreed not to, without the prior written consent of Parent, commit to or effect any action or agree to any restriction, including (i) offering, negotiating, committing to or effecting, by consent decree, hold separate order or

 

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otherwise, the sale, divestiture, transfer, license, disposition, hold