DEFA14A: ON24 to be Acquired by Cvent Affiliates for $8.10 Per Share

ON24, Inc. has entered into a definitive merger agreement to be acquired by Cvent Atlanta, LLC and Summit Sub Corp., affiliates of Cvent, Inc., for $8.10 per share in cash.

Summary

• ON24, Inc. (ON24) has signed an Agreement and Plan of Merger with Cvent Atlanta, LLC (Parent) and Summit Sub Corp. (Merger Sub), both affiliates of Cvent, Inc.
• Merger Sub will merge into ON24, with ON24 continuing as a wholly-owned subsidiary of Parent.
• ON24 shareholders will receive $8.10 in cash for each outstanding common share.
• ON24's board of directors unanimously approved the merger, deeming it advisable, fair, and in the best interests of the company and its stockholders.
• Vested Company Options and RSUs will be canceled in exchange for cash payments based on the merger consideration.
• Unvested Company Options and RSUs will be converted into restricted cash awards, subject to the same vesting and forfeiture conditions as the original awards (excluding performance conditions for RSUs).
• The Company's Employee Stock Purchase Plan (ESPP) will have its outstanding purchase rights exercised no later than February 16, 2026, and no new contributions or participants will be allowed; the ESPP will terminate prior to the merger's effective time.
• Key stockholders, including Sharat Sharan, Lynrock Lake Master Fund LP, and Indaba Capital Management, L.P., representing approximately 39% of outstanding common stock, have entered into a voting and support agreement to vote in favor of the merger.
• The merger is subject to customary closing conditions, including regulatory approvals (HSR Act, CFIUS) and approval by a majority of ON24's outstanding shares.
• Parent has secured committed equity financing from investment funds affiliated with Blackstone Inc. to fund the acquisition.

Sentiment

Score: 8

Explanation: The sentiment is positive due to a definitive cash acquisition at a price deemed fair by the board, providing immediate value and liquidity to shareholders. The secured financing and significant shareholder support further de-risk the transaction. Risks are primarily standard merger-related uncertainties.

Positives

• Shareholders will receive a fixed cash price of $8.10 per share, providing certainty and liquidity.
• The ON24 board unanimously approved the merger, indicating their belief that it is fair and in the best interests of stockholders.
• Employee equity awards (vested options and RSUs) will be converted into cash, and unvested awards will become restricted cash awards, maintaining value for employees.
• Committed equity financing from Blackstone affiliates ensures funding for the transaction.

Negatives

• ON24 will be required to pay a termination fee of $12,024,615 to Parent under specified circumstances, such as terminating to accept a superior proposal or if the board changes its recommendation.
• The company is subject to customary 'no-shop' restrictions, limiting its ability to solicit alternative acquisition proposals, though a 'fiduciary out' exists for a superior proposal.

Risks

• The proposed transaction may not be completed in a timely manner or at all, which could adversely affect ON24's business and stock price.
• Failure to satisfy closing conditions, including stockholder approval and regulatory approvals from various governmental entities, could prevent the merger.
• The Merger Agreement may be terminated under circumstances that require ON24 to pay a termination fee.
• The announcement or pendency of the proposed transaction could disrupt ON24's business relationships, operating results, and overall business.
• Diverting management's attention from ongoing business operations due to the transaction.
• 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 other contributors to its business.
• Unexpected costs, charges, or expenses resulting from the proposed transaction.
• Potential litigation relating to the proposed transaction against the parties or their directors, managers, or officers.
• The benefits of the merger may not be realized when and as expected.
• Uncertainty as to the timing of completion of the proposed merger.

Future Outlook

The filing outlines the definitive agreement for ON24's acquisition, with the expectation of closing subject to stockholder and regulatory approvals. The company will operate in the ordinary course of business until the merger's completion, with specific restrictions on certain actions. Post-merger, ON24 will become a wholly-owned subsidiary of Cvent affiliates, and its shares will be delisted.

Management Comments

• The board of directors of ON24 unanimously approved, adopted, and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger.
• The board determined that the Merger Agreement and the transactions are advisable, fair to, and in the best interests of the Company and its stockholders.
• The board resolved to recommend that the stockholders adopt the Merger Agreement.

Industry Context

This acquisition represents a take-private transaction in the software and event technology sector. Cvent, a major player in event management technology, is expanding its offerings by acquiring ON24, which specializes in digital experiences, webinars, and virtual events. This move reflects a broader trend of consolidation in the technology industry, particularly as companies seek to integrate complementary platforms to offer more comprehensive solutions to customers. The involvement of Blackstone, a private equity firm, highlights the continued interest of institutional investors in acquiring established technology companies, often with the aim of driving operational efficiencies and market expansion away from public market scrutiny.

Comparison to Industry Standards

• The cash consideration of $8.10 per share is a definitive offer, common in take-private transactions, providing immediate value to shareholders.
• The unanimous board approval and recommendation are standard for such transactions, indicating due diligence and fiduciary responsibility.
• The inclusion of a 'no-shop' clause with a 'fiduciary out' for a 'Superior Proposal' is a common protective measure for the target company's board to ensure they can act in the best interest of shareholders if a better offer emerges.
• The requirement for HSR Act and CFIUS approvals is standard for mergers of this size and nature, especially given potential national security implications for foreign investment (though Cvent Atlanta is a Delaware LLC, its ultimate parent Cvent Inc. is owned by Blackstone, a global firm).
• The voting and support agreements from significant shareholders (approximately 39%) are typical in transactions where the acquirer seeks to de-risk the stockholder approval process, similar to other recent tech acquisitions where major institutional holders or founders commit their votes.
• The treatment of employee equity awards (cash-out for vested, restricted cash for unvested) is a common approach to ensure employee retention and alignment post-acquisition, seen in many software company mergers.

Corporate Governance

Legal Proceedings

• The filing mentions the risk of 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.

Related Party Transactions

• Key stockholders (Sharat Sharan, Lynrock Lake Master Fund LP, and Indaba Capital Management, L.P.) entered into a Voting and Support Agreement with Parent, committing to vote their shares in favor of the merger. These parties collectively owned approximately 39% of ON24's common stock as of December 26, 2025.

Stakeholder Impact

• **Shareholders**: Will receive $8.10 cash per share, providing a clear and immediate return on investment.
• **Employees**: Vested equity awards will be cashed out, and unvested awards will convert to restricted cash awards, maintaining value and providing retention incentives.
• **Customers**: The merger with Cvent, a larger event technology company, could lead to integrated offerings and potentially enhanced services.
• **Management**: The current officers of ON24 will remain in office as officers of the Surviving Corporation immediately following the Effective Time, ensuring continuity.
• **Creditors**: Existing loan documents will be terminated and repaid in full at closing, impacting current lenders.

Next Steps

• ON24 will prepare and file a preliminary proxy statement with the SEC for the Company Stockholder Meeting.
• ON24 will duly call and hold a Company Stockholder Meeting to obtain the Requisite Stockholder Approval.
• The parties will seek regulatory approvals under the HSR Act and from CFIUS.
• ON24 will take actions to terminate its Employee Stock Purchase Plan (ESPP) prior to the Effective Time.
• ON24 will cooperate with Parent to delist its shares from NYSE and deregister them under the Exchange Act after the Effective Time.
• Parent will cause the Surviving Corporation to honor indemnification rights and maintain D&O insurance for former directors and officers for six years post-merger.

Key Dates

Recommendation

The definitive merger agreement at a fixed cash price of $8.10 per share, coupled with unanimous board approval and significant shareholder support through voting agreements, makes this a strong 'buy' for arbitrageurs or investors seeking a near-term, low-risk return. The secured financing further de-risks the transaction. The primary remaining risks are regulatory approvals and the possibility of a superior offer, which is mitigated by the termination fee structure and existing voting agreements. For long-term investors, the recommendation would depend on the current market price relative to the $8.10 offer.

Keywords

Merger, Acquisition, ON24, Cvent, Blackstone, Cash Acquisition, SEC Filing, Corporate Governance, Stockholder Approval, Regulatory Approval, Equity Financing, Take-Private