DEFA14A: ON24 Acquired by Cvent for $400M in All-Cash Deal

ON24, a leading intelligent engagement platform, announced its definitive agreement to be acquired by Cvent for $8.10 per share in an all-cash transaction valued at approximately $400 million.

Summary

• ON24, Inc. has entered into a definitive Agreement and Plan of Merger with Cvent Atlanta, LLC and Summit Sub Corp.
• Cvent Atlanta, LLC, an affiliate of Cvent, Inc., will acquire all outstanding shares of ON24 common stock for $8.10 per share in cash.
• The total consideration for the acquisition is approximately $400 million.
• The per-share price represents a premium of approximately 62% over ON24's closing share price on November 10, 2025.
• The offer also provides a 51% premium to ON24's 90-day volume weighted average price.
• The ON24 Board of Directors unanimously approved the transaction.
• The merger is expected to close in the first half of 2026, subject to shareholder and regulatory approvals.
• Upon completion, ON24 will become a privately held company and its common stock will no longer be publicly listed.

Sentiment

Score: 8

Explanation: The announcement of an all-cash acquisition at a significant premium (62% over recent closing price, 51% over 90-day VWAP) is highly positive for existing shareholders, providing immediate liquidity and a substantial return. Strategically, the merger creates a more robust offering in the B2B engagement and event technology market. However, it also signifies the end of ON24's journey as a publicly traded, independent entity.

Positives

• Shareholders will receive a significant premium of approximately 62% over the closing share price on November 10, 2025.
• The acquisition offers a 51% premium to the 90-day volume weighted average price.
• The transaction is an all-cash deal, providing certainty and liquidity to shareholders.
• The merger brings together two complementary platforms, enhancing offerings for enterprise marketers and event professionals.
• ON24's AI-powered engagement platform and first-party data capabilities will complement Cvent's robust event technology offerings.

Negatives

• ON24's common stock will no longer be publicly listed, ending its independent public trading.
• Shareholders will no longer participate in any potential future growth or appreciation of ON24 as an independent entity.
• The transaction is subject to various closing conditions, including shareholder and regulatory approvals, which could fail.

Risks

• The proposed transaction may not be completed in a timely manner or at all, which could adversely affect ON24's business and the price of its common stock.
• Failure to satisfy the conditions to the consummation of the proposed transaction, including stockholder adoption of the Merger Agreement and receipt of regulatory approvals from various governmental entities.
• Risk that one or more governmental entities may deny approval or place conditions, limitations, or restrictions on approvals.
• Occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement.
• Risk that the Merger Agreement may be terminated in circumstances that require ON24 to pay a termination fee.
• The effect of the announcement or pendency of the proposed transaction on ON24's business relationships, operating results, and business generally.
• Risks that the proposed transaction disrupts ON24's current plans and operations.
• Risks related to diverting management's attention from ON24's ongoing business operations.
• The outcome of any legal proceedings that may be instituted against ON24 related to the Merger Agreement or the proposed transaction.
• ON24's ability to retain, hire, and integrate skilled personnel, including its senior management team, and maintain relationships with others who contribute to its business.
• Unexpected costs, charges, or expenses resulting from the proposed transaction.
• Potential litigation relating to the proposed transaction that could be instituted against the parties to the Merger Agreement or their respective directors, managers, or officers.
• The impact of adverse general and industry-specific economic and market conditions.
• Risks caused by delays in upturns or downturns being reflected in ON24's financial position and results of operations.
• Risks that the benefits of the Merger are not realized when and as expected.
• Uncertainty as to the timing of completion of the proposed Merger.

Future Outlook

The proposed transaction is expected to close in the first half of 2026, subject to shareholder and regulatory approvals. Upon completion, ON24 will become a privately held company, and its common stock will no longer be publicly listed. The combined entity aims to support marketing, sales, customer success, and event teams as buying journeys become more digital and complex.

Management Comments

• Sharat Sharan, co-founder, Chairman and CEO of ON24, stated, "We are pleased to announce this transformative transaction which marks an important new chapter for ON24. We're proud of our global, AI-powered, intelligent engagement platform which enables enterprises to effectively interact with their customers. I would like to thank our talented team around the globe for what they have helped build at ON24, and I look forward to the next phase of ON24's journey."
• Reggie Aggarwal, Founder and Chief Executive Officer of Cvent, commented, "ON24 has earned the trust of enterprise organizations and marketers by delivering reliable, outcome-driven digital engagement. We look forward to supporting ON24 as they continue to deliver value and working together to expand how brands engage audiences across digital and in-person experiences."

Industry Context

This acquisition brings together two significant players in the B2B technology space: ON24, known for its intelligent engagement platform, webinars, and first-party data, and Cvent, a leader in meetings, events, and hospitality technology. The merger aims to create a more comprehensive suite of solutions for enterprise marketers and event professionals, addressing the increasing digitalization and complexity of buying journeys. This move reflects a broader industry trend towards integrated platforms that can manage both digital and in-person experiences, leveraging data and AI for enhanced customer engagement and revenue growth.

Comparison to Industry Standards

• No specific comparable companies, projects, or results are mentioned in the filing for direct comparison to industry standards.

Corporate Governance

Legal Proceedings

• Potential legal proceedings may be instituted against ON24 related to the Merger Agreement or the proposed transaction.
• Potential litigation relating to the proposed transaction could be instituted against the parties to the Merger Agreement or their respective directors, managers, or officers.

Stakeholder Impact

• Shareholders: Will receive $8.10 per share in cash, representing a significant premium, but will no longer hold shares in a publicly traded ON24.
• Employees: Face potential integration challenges, risks related to retention, hiring, and integration of skilled personnel, and changes in corporate culture as ON24 becomes a subsidiary of Cvent.
• Customers: May benefit from a more comprehensive suite of integrated event and engagement technologies from the combined entity.
• Suppliers: May experience changes in contractual relationships or procurement processes as ON24 integrates with Cvent.

Next Steps

• ON24 expects to file a proxy statement with the SEC to obtain stockholder approval for the proposed transaction.
• A special meeting of ON24's stockholders will be held to vote on the proposed transaction.
• The transaction is subject to the satisfaction of regulatory approvals.
• The proposed transaction is expected to close in the first half of 2026.

Key Dates

Recommendation

For existing shareholders, the recommendation is to hold shares until the merger closes to realize the all-cash consideration of $8.10 per share, which represents a substantial premium over recent trading prices. The unanimous board approval and definitive agreement provide a clear path to this value. For new investors, a 'na' recommendation would be appropriate as the company is being acquired and will delist, limiting future independent investment opportunities.

Keywords

ON24, Cvent, Merger, Acquisition, B2B, Engagement Platform, Event Technology, Software, SaaS, Enterprise, Marketing, Sales, Digital Engagement, AI, Stockholders, NYSE:ONTF