SCHEDULE 13D/A: ON24 to be Acquired for $8.10/Share in Cash

ON24 Inc. has entered into a definitive merger agreement to be acquired by Cvent Atlanta, LLC for $8.10 per share in cash, with major shareholder Indaba Capital supporting the deal.

Summary

• ON24 Inc. has agreed to be acquired by Cvent Atlanta, LLC and its subsidiary Summit Sub Corp. through a Merger Agreement dated December 29, 2025.
• The acquisition price is $8.10 per share in cash for all outstanding common stock of ON24.
• The transaction will result in ON24 becoming a wholly-owned subsidiary of Cvent Atlanta, LLC.
• Indaba Capital Management, L.P., IC GP, LLC, and Derek C. Schrier (collectively, "Indaba"), who beneficially own 4,240,256 shares (10.0% of ON24's common stock), have entered into a Voting and Support Agreement with Parent.
• Under the Voting and Support Agreement, Indaba has committed to vote all its shares in favor of the Merger and related transactions and not to sell or transfer its shares prior to the merger's completion, subject to limited exceptions.
• The ON24 Board of Directors unanimously approved the merger, determining it to be in the best interests of the company and its stockholders.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders due to a definitive cash acquisition offer at a specific price, providing certainty and liquidity. The unanimous board approval and a major shareholder's commitment to vote in favor further strengthen the positive outlook for the deal's completion. However, it marks the end of ON24 as an independent public entity, which could be seen as a neutral or slightly negative aspect for those seeking long-term equity growth in the company.

Positives

• Shareholders will receive a definitive cash payment of $8.10 per share, providing certainty and liquidity for their investment.
• The ON24 Board of Directors unanimously approved the merger, indicating their belief that the transaction is in the best interests of the company and its stockholders.
• A significant shareholder, Indaba Capital, holding a 10.0% stake, has formally committed to supporting the merger through a voting and support agreement, increasing the likelihood of shareholder approval.

Negatives

• The merger will result in ON24 Inc. becoming a private entity, removing its common stock from public trading and eliminating future growth potential for current public shareholders.
• Shareholders will no longer participate in any potential future upside of ON24 as an independent public company.

Risks

• The merger is subject to customary closing conditions, which, if not met, could prevent the transaction from completing.
• The Voting and Support Agreement can terminate under certain conditions, including a "Company Adverse Recommendation Change" or if the Merger Agreement is validly terminated.
• There is a potential for an "Adverse Amendment" to the Merger Agreement that could reduce the merger consideration or impose additional material conditions, though Indaba is not required to vote for such an amendment.

Future Outlook

The primary future outlook is the completion of the merger, which will result in ON24 Inc. becoming a wholly-owned subsidiary of Cvent Atlanta, LLC. The transaction is expected to close subject to customary conditions, including shareholder approval.

Management Comments

• The board of directors of the Company (the Company Board) has unanimously (i) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of the Company and Company Stockholders, (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL (the Company Recommendation) and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders.

Industry Context

This acquisition signifies consolidation within the event technology and virtual engagement platform sector. Cvent, a major player in event management software, is expanding its offerings by acquiring ON24, known for its webinar and digital experience platforms. This move suggests a strategic effort to integrate and offer a more comprehensive suite of tools for virtual, hybrid, and in-person events, reflecting ongoing trends towards integrated digital solutions in corporate communications and marketing.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results to assess the $8.10 per share acquisition price against industry standards. A detailed valuation analysis would be required to determine if this price aligns with or exceeds typical acquisition multiples for companies in the event technology or SaaS sectors.

Legal Proceedings

• Indaba Capital has agreed not to commence or participate in any legal action challenging the validity or operation of the Merger Agreement or this Voting and Support Agreement, or alleging a breach of duty by the Company Board or Parent in connection with the transactions.

Stakeholder Impact

• Shareholders: Will receive $8.10 per share in cash, providing a clear return and liquidity, but will no longer hold equity in ON24.
• Company (ON24): Will become a private, wholly-owned subsidiary of Cvent Atlanta, LLC, integrating into a larger corporate structure.
• Parent (Cvent Atlanta, LLC): Will expand its market presence and product offerings by acquiring ON24's technology and customer base.

Next Steps

• ON24 stockholders will need to vote on the adoption of the Merger Agreement.
• The merger will proceed to closing, subject to the satisfaction of customary closing conditions.
• Upon completion, ON24 Inc. will become a wholly-owned subsidiary of Cvent Atlanta, LLC.

Key Dates

Recommendation

Given the definitive merger agreement for $8.10 per share in cash, and a major shareholder's commitment to vote in favor, the stock's price is highly likely to converge towards the acquisition price. For investors holding ON24 shares, the most prudent action would be to sell, as the upside is capped at the acquisition price, and holding beyond that point only introduces the risk of the deal failing or being delayed, without significant additional return potential.

Keywords

ON24, Cvent, Merger Agreement, Acquisition, Cash Offer, Voting Agreement, Indaba Capital, Schedule 13D, Corporate Action, Shareholder Vote