Sphere 3D Files Supplement to Definitive Proxy Statement
Sphere 3D Corp
May. 17, 2018
SAN JOSE, Calif., May 17, 2018 (GLOBE NEWSWIRE) -- Sphere 3D Corp. (NASDAQ:ANY), a containerization, virtualization, and data management solutions provider, today announced that it has filed a supplement (the “Supplement”) to its definitive proxy statement and management information circular (the “Definitive Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) and with the applicable Canadian securities regulatory authorities in connection with the solicitation of proxies for use at the special meeting of shareholders scheduled to be held on May 31, 2018 (the “Special Meeting”). At the Special Meeting, shareholders will be asked to, among other things, consider and, if advisable, pass a special resolution approving the sale by Sphere 3D of all of the shares of its subsidiary Overland Storage, Inc. (the “Share Purchase”) to Silicon Valley Technology Partners LLC, an entity established and controlled by Eric Kelly, the Chief Executive Officer of Sphere 3D (the “Purchaser”).
The Supplement is intended to disclose that the Purchaser and Sphere 3D may potentially amend the agreement relating to the Share Purchase to provide that, instead of the Purchaser paying the full purchase price thereunder in cash, which would then in turn be used to repay Sphere 3D’s outstanding debt obligations, Purchaser could assume certain of the Sphere 3D’s outstanding debt obligations and pay the difference (if any) between the full purchase price agreed upon and the amount of such assumed debt obligations in cash. As of the date hereof, the agreement relating to the Share Purchase has not been amended to effect the potential change in consideration or otherwise.
The special committee of independent directors and the board of directors of Sphere 3D considered the potential amendment and concluded that, because the full amount of the purchase price is expected to be used by Sphere 3D to repay outstanding debt obligations, the potential consideration change would not substantively alter the current terms of the Share Purchase.
Proxy and Voting Information
The board of directors of Sphere 3D previously established April 10, 2018 as the record date for the determination of Shareholders entitled to vote at the Special Meeting. If Shareholders have not already submitted a proxy for use at the Special Meeting, they are urged to do so promptly. The special committee and the board of directors unanimously recommend that the shareholders vote in favor of the resolution approving the Share Purchase.
No action is required by any Shareholder who has previously delivered a proxy and who does not wish to revoke or change that proxy. Information about voting or revoking a proxy appears in the Supplement and the Definitive Proxy Statement.
Important information concerning the Share Purchase is set forth in the Definitive Proxy Statement. The Definitive Proxy Statement is amended and supplemented by, and should be read in conjunction with, the information set forth in the Supplement, which information shall be considered part of the Definitive Proxy Statement.
Additional Information and Where to Find It
Investors may obtain free copies of the Definitive Proxy Statement and the Supplement as well as other filings containing information about the Company, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of these documents may also be obtained for free from the Company’s website at www.sphere3d.com. The Definitive Proxy Statement, the Supplement other materials relating to the Special Meeting and additional information relating to the Company may also be found on SEDAR at www.sedar.com.
About Sphere 3D
Sphere 3D Corp. (NASDAQ:ANY) delivers containerization, virtualization, and data management solutions via hybrid cloud, cloud and on-premises implementations through its global reseller network and professional services organization. Sphere 3D, along with its wholly owned subsidiaries Overland Storage and Tandberg Data, has a strong portfolio of brands, including Overland-Tandberg, HVE ConneXions and UCX ConneXions, dedicated to helping customers achieve their IT goals. For more information, visit www.sphere3d.com. Follow us on Twitter @Sphere3D, @HVEconneXions, @ovltb.
Participants in Solicitation
The Company, the Purchaser and their respective executives, officers and directors may be deemed to be participants in the solicitation of proxies from the Shareholders of the Company in connection with the proposed transaction. Information about the Company’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on March 21, 2018, and the proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on November 13, 2017. Investors may obtain more detailed information regarding the direct and indirect interests of the Company, the Purchaser and their respective executives, officers and directors in the transaction by reading the Definitive Proxy Statement.
Safe Harbor Statement
This press release contains forward-looking statements, which include, among others, Sphere 3D’s expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance, that may involve risks, uncertainties, and assumptions concerning Silicon Valley Technology Partners’ acquisition of the Business from Sphere 3D, expected financial performance of Sphere 3D, as well as Sphere 3D’s strategic and operational plans. Sphere 3D intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Reform Act of 1995 and in applicable Canadian securities laws. In some cases, forward-looking statements can be identified by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “outlook,” “guidance” and similar expressions, although not all forward-looking statements contain these words. Actual events, results and the timing of events could differ materially from those anticipated or described in this written communication due to a number of risks and uncertainties. The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. The potential risks and uncertainties include, without limitation, the entry into the Purchase Agreement with Purchaser; the possibility that Sphere 3D may be unable to obtain required shareholder approval or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement; those related to disruption of management’s attention from Sphere 3D’s ongoing business operations due to the proposed transaction; the effect of the announcement of the transaction on the ability of Sphere 3D to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; general economic conditions; unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the parties to the transaction; the ability to recognize the benefits of the transaction; the amount of the costs, fees, expenses and charges related to the transaction and the actual terms of any financings that will be obtained for the transaction; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; our inability to obtain additional debt or equity financing or to refinance our debt; any increase in our cash needs; Sphere 3D’s ability to maintain listing with the NASDAQ Capital Market; and other risks detailed from time to time in our periodic reports contained in our filings with Canadian securities regulators (www.sedar.com) and in periodic reports filed with the United States Securities and Exchange Commission (www.sec.gov). All forward-looking statements speak only as of the date of this written communication or, in the case of any document incorporated by reference, the date of that document. Sphere 3D undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.
Investor Contact:The Blueshirt GroupLauren SloaneTel: +1 415-217-2632 Lauren@blueshirtgroup.com