SEC Form PREM14C filed by Emerald Holding Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

 

 

Check the appropriate box:

 

☒	Preliminary Information Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

 

☐	Definitive Information Statement

Emerald Holding, Inc.

(Name of Registrant as Specified in its Charter)

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) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11.

 

PRELIMINARY INFORMATION STATEMENT – SUBJECT TO COMPLETION

Emerald Holding, Inc.

100 Broadway, 14^th Floor

New York, NY 10005

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS

AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

 

 

To the Stockholders of Emerald Holding, Inc.:

This notice of written consent and appraisal rights and Information Statement (the “Information Statement”) is being furnished to the holders of common stock (the “Stockholders”), par value $0.01 per share (the “Common Stock”), of Emerald Holding, Inc., a Delaware corporation (“Emerald” or the “Company”), in connection with the Agreement and Plan of Merger, dated as of May 9, 2026 (the “Merger Agreement”), by and among Emerald, Emma Buyer, LLC, a Delaware limited liability company (“Parent”), and Emma Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”). A summary of the Merger Agreement is provided in the accompanying Information Statement and a copy of the Merger Agreement is attached as Annex A to the accompanying Information Statement, and each is incorporated by reference into this notice. Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. (together with its consolidated subsidiaries, “Apollo” or “AGM”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Emerald, with Emerald surviving as a wholly owned subsidiary of Parent (the “Merger”). Upon consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock issued and outstanding as of immediately prior to the time the certificate of merger is filed with the Secretary of State of the State of Delaware and becomes effective (such date and time, the “Effective Time”) will be automatically cancelled and converted into the right to receive $5.03 per share in cash, without interest (the “Merger Consideration”). However, any shares of Common Stock held by Emerald as treasury stock or owned by Parent or Merger Sub or any wholly owned subsidiary of the Company and Parent (other than Merger Sub), in each case as of immediately prior to the Effective Time (the “Cancelled Shares” and, collectively with the Dissenting Shares (as defined herein), the “Excluded Shares”) will be cancelled without payment of the Merger Consideration. The Merger Consideration will also not be paid in respect of Dissenting Shares (as defined below).

The board of directors of Emerald has unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its Stockholders, (ii) approved and declared advisable the Merger Agreement and the other transactions contemplated by the Merger Agreement, including the Merger, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the other transactions contemplated by the Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, and (iv) recommended the adoption of the Merger Agreement by the Stockholders, subject to the terms and conditions of the Merger Agreement.

The adoption of the Merger Agreement and approval of the Merger by the Stockholders required the affirmative vote or consent by Stockholders holding in the aggregate at least a majority of the voting power of the outstanding shares of Common Stock entitled to vote thereon. On May 9, 2026, following the execution of the Merger Agreement, Onex Partners III LP, a Delaware limited partnership, Onex Partners III GP LP, a Delaware limited partnership, Onex Partners III PV LP, a Delaware limited partnership, Onex Partners III Select LP, a Delaware limited partnership, Onex US Principals LP, a Delaware limited partnership, Onex Advisor Subco III LLC, a Delaware limited liability company, OPV Gem Aggregator LP, a Delaware limited partnership, and Onex OP V Holdings Sarl, a private limited company incorporated under the laws of Luxembourg (collectively, the “Majority Stockholders”), which collectively on May 9, 2026 held of record and beneficially owned 184,520,200 shares of Common Stock, representing approximately 93% of the aggregate voting power of the then issued and outstanding shares of Common Stock, delivered a written consent to the Company and Parent approving and adopting in all respects the Merger Agreement and the transactions contemplated by the Merger

Agreement, including the Merger (the “Company Stockholder Written Consent”). As a result, no further action by any Stockholder is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the Merger, and Emerald will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement, and will not call a Stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement. This notice and the accompanying Information Statement constitute notice from Emerald to the persons (other than the Majority Stockholders) who were Stockholders on May 9, 2026, of the action set forth in the Company Stockholder Written Consent pursuant to Section 228(e) of the Delaware General Corporation Law (the “DGCL”).

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of record and beneficial owners of shares of Common Stock, other than the Majority Stockholders, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Common Stock (as determined by the Delaware Court of Chancery), together with interest, if any, on the amount determined to be fair value, instead of receiving the Merger Consideration pursuant to the Merger Agreement. To exercise your appraisal rights, you must submit a written demand for an appraisal to Emerald no later than twenty (20) days after the date of mailing of this Information Statement, which mailing date is on [●], 2026, and comply precisely with all of the procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying Information Statement. A copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This notice and the accompanying Information Statement constitute notice to you from Emerald of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

We urge you to read the entire Information Statement carefully. If the Merger is completed, and further instructions are required, you will receive instructions regarding payment for your shares of Common Stock, and other than the holders of Excluded Shares, you will otherwise automatically receive payment for your shares of Common Stock without any further action or instructions.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying Information Statement. Any representation to the contrary is a criminal offense.

 

Sincerely,

Hervé Sedky

Chief Executive Officer

[●], 2026

This Information Statement is dated [●], 2026 and is first being mailed to Stockholders on [●], 2026.

TABLE OF CONTENTS

 

SUMMARY			1
The Parties to the Merger Agreement			1
The Merger			2
The Merger Consideration			2
Recommendation of the Company Board; Reasons for the Merger			2
Required Stockholder Approval for the Merger			3
Opinion of Goldman Sachs & Co. LLC			3
Financing			4
Interests of Our Directors and Executive Officers in the Merger			5
Treatment of Company Equity Awards and Company ESPP in the Merger			5
Transaction Litigation			6
Material U.S. Federal Income Tax Consequences of the Merger			6
Regulatory Approvals.			6
The Merger Agreement			7
Payment of Merger Consideration			10
Specific Performance			11
The Support Agreement			11
Appraisal Rights			12
Market Information and Dividends			12
Delisting and Deregistration of Common Stock			13
Effect on Emerald if the Merger is Not Completed			13
QUESTIONS AND ANSWERS ABOUT THE MERGER			14
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			19
THE PARTIES TO THE MERGER AGREEMENT			21
THE MERGER			23
Background of the Merger			23
Recommendation of the Company Board; Reasons for the Merger			31
Required Stockholder Approval for the Merger			36
Opinion of Goldman Sachs & Co. LLC			37
Certain Company Financial Forecasts			42
Financing			44
Interests of Our Directors and Executive Officers in the Merger			45
Treatment of Company Equity Awards and the Company ESPP in the Merger			45
Delisting and Deregistration of Common Stock			51
Transaction Litigation			51
Material U.S. Federal Income Tax Consequences of the Merger			51
Regulatory Approvals			55
THE MERGER AGREEMENT			57
Explanatory Note Regarding the Merger Agreement			57
The Merger			57
Representations and Warranties			62
Conduct of Business Prior to Effective Time			65
No Solicitation or Negotiation of Takeover Proposals			68
No Change in Recommendation or Alternative Acquisition Agreement			69
Certain Permitted Disclosure			70
Existing Discussions			70
Company Stockholder Written Consent			70
Efforts to Complete the Merger; Regulatory Approvals			70
Indemnification and Insurance			71
Financing Covenant; Company Cooperation			73

 

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Other Covenants and Agreements			75
Conditions to Completion of the Merger			76
Termination of the Merger Agreement			77
Termination Fees and Expenses			79
Liability Limitation			79
Modification or Amendment			79
Waiver			80
Governing Law and Venue			80
Specific Performance			80
No Third Party Beneficiaries			81
THE SUPPORT AGREEMENT			82
MARKET INFORMATION AND DIVIDENDS			84
APPRAISAL RIGHTS			85
General			85
How to Exercise and Perfect Your Appraisal Rights			86
Who May Exercise Appraisal Rights			87
Surviving Corporation’s Actions After Completion of the Merger			87
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			92
WHERE YOU CAN FIND MORE INFORMATION			95
HOUSEHOLDING OF INFORMATION STATEMENT			97

Annex A—The Merger Agreement

Annex B—The Support Agreement

Annex C—Opinion of Goldman Sachs & Co. LLC

 

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this Information Statement, the annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this Information Statement, without charge by following the instructions in “Where You Can Find More Information” beginning on page 95.

 

Q:	Why did I receive this Information Statement?

 

A:

Applicable laws and securities regulations require us to provide you with notice of the Company Stockholder Written Consent that was delivered to the Company by the Majority Stockholders, as well as other information regarding the Merger, even though your vote or consent is neither required nor requested to adopt or authorize the Merger Agreement or complete the Merger. This Information Statement also constitutes notice of (i) the Company Stockholder Written Consent as required by Section 228(e) of the DGCL and (ii) the availability of appraisal rights in connection with the Merger under Section 262 of the DGCL, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

 

Q:	What is the proposed transaction and what effects will it have on Emerald?

 

A:

The proposed transaction is the acquisition of Emerald by Parent pursuant to the Merger Agreement. Once the closing conditions under the Merger Agreement have been satisfied or waived and subject to the other terms and conditions in the Merger Agreement, Merger Sub will merge with and into Emerald. Emerald will be the Surviving Corporation of the Merger and a wholly owned direct subsidiary of Parent. As a result of the Merger, Emerald will cease to be a publicly traded company.

 

Q:	What will I receive in the Merger?

 

A:

Upon completion of the Merger and subject to the terms and conditions in the Merger Agreement, each share of Common Stock that you own immediately prior to the Effective Time will be cancelled and converted into the right to receive $5.03 in cash, without interest, unless you properly and timely exercise, and do not withdraw, waive or fail to perfect, appraisal rights under Section 262 of the DGCL. For example, if you own 100 shares of Common Stock immediately prior to the Effective Time, you will receive $503.00 in cash in exchange for your shares of Common Stock without interest and less any applicable withholding taxes. After the Effective Time, you will not own any shares of Common Stock.

 

Q:	What happens to the Company Stock Options, Company RSUs and Company PS Awards if the Merger is completed?

 

A:

Except as set forth in the Merger Agreement, each Company Stock Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time, will automatically, as of the Effective Time, be fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Company Stock Option, multiplied by (ii) the total number of shares subject to such Company Stock Option (without interest), subject to any applicable tax withholding. Any Company Stock Option with an exercise price per share of Common Stock that is equal to or greater than the Merger Consideration will be cancelled for no consideration.

 

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Each Company RSU that is outstanding immediately prior to the Effective Time, will automatically, as of the Effective Time, become fully vested and be cancelled and converted into the right to receive in respect of each share of Common Stock subject to such Company RSU immediately prior to the Effective Time an amount in cash equal to the Merger Consideration (without interest), subject to any applicable tax withholding.

Each Company PS Award that is outstanding immediately prior to the Effective Time and that will have satisfied its performance-based vesting conditions taking into account the effect of the Merger and vested based on actual performance measured through the Effective Time (with performance determined solely on actual results achieved as of the Effective Time), will automatically, as of the Effective Time, become vested and be cancelled and converted into the right to receive an amount equal to the Merger Consideration (without interest) in respect of each share of Common Stock that is considered earned under the applicable Company PS Award agreement, subject to any applicable tax withholding. Each Company PS Award, or portion thereof, with a performance-based vesting condition in effect immediately prior to the Effective Time that is not met after taking into account the effect of the Merger, will be cancelled for no consideration.

 

Q:	What happens to the Company ESPP if the Merger is completed?

 

A:

Following the Agreement Date, (i) with respect to any Offering Period (as defined in the Company ESPP), in effect as of the Agreement Date, (A) no employee who was not a participant in the Company ESPP as of the Agreement Date may become a participant or participate in such Offering Period and (B) no participant may increase the percentage of his or her payroll deductions or contributions in effect under the Company ESPP on the Agreement Date for such Offering Period, (ii) no new Offering Period will commence under the Company ESPP on or after the Agreement Date, (iii) any such Offering Period under the Company ESPP that does not end prior to the Effective Time will terminate and the Purchase Period (as defined in the Company ESPP) will be accelerated to a date before the Closing Date, in which case any shares of Common Stock purchased under the Offering Period will be treated the same as all other shares of Common Stock in the Merger, and (iv) immediately prior to and subject to the occurrence of the Effective Time, the Company ESPP will terminate.

 

Q:	Do any officers or directors of Emerald have interests in the Merger that may differ from or be in addition to my interests as a Stockholder?

 

A:

You should be aware that our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our Stockholders generally. The Company Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby. These interests are described in the section entitled “The Merger—Interests of Our Directors and Executive Officers in the Merger” beginning on page 45.

 

Q:	When do you expect the Merger to be completed?

 

A:

We are working to complete the Merger as quickly as possible. We currently expect to complete the Merger promptly after all of the conditions to the Merger have been satisfied or waived and subject to the other terms and conditions in the Merger Agreement. Completion of the Merger is currently expected to occur in the second half of 2026, subject to the satisfaction of required regulatory clearances and other customary closing conditions, although the Company cannot assure completion by any particular date, if at all.

 

Q:	What happens if the Merger is not completed?

 

A:	If the Merger is not completed for any reason, Stockholders will not receive any payment for their shares of Common Stock in connection with the Merger. Instead, Emerald will remain a publicly traded company, the

 

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Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and Emerald will continue to file periodic reports with the SEC.

 

Q:	Why am I not being asked to vote on the Merger?

 

A:

Under Delaware law and the Company’s certificate of incorporation, the adoption of the Merger Agreement by Stockholders required the affirmative vote or written consent of Stockholders holding in the aggregate at least a majority of the voting power of the outstanding shares of Common Stock entitled to vote thereon. Further, under the Company’s certificate of incorporation, prior to the first time that Onex Corporation and its affiliates (other than Emerald), including funds managed by an affiliate of the Onex Group, ceases to beneficially own more than fifty percent (50%) of the then-outstanding shares of Common Stock, subject to the rights of the holders of any series of preferred stock of the Company, any action required or permitted to be taken at any annual or special meeting of the Stockholders may be taken without a meeting, without prior notice and without a vote of Stockholders, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company in accordance with applicable law and the Company’s certificate of incorporation. Holders of Common Stock are entitled to one vote for each share held of record on all matters on which Stockholders are entitled to vote generally, including adoption of the Merger Agreement. The requisite Stockholder Approval was obtained on May 9, 2026 following the execution of the Merger Agreement, when the Company Stockholder Written Consent was delivered to the Company by the Majority Stockholders, which owned of record and beneficially shares of Common Stock constituting approximately 93% of the aggregate voting power of the issued and outstanding shares of Common Stock on that date. As a result, no further action by any Stockholder is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the Merger, and the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement and will not call a Stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement.

 

Q:	Did the Company Board approve and recommend the Merger Agreement?

 

A:

Yes. After careful consideration, the Company Board unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its Stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, and (iv) recommended the adoption of the Merger Agreement by the Stockholders, subject to the terms and conditions of the Merger Agreement. For a discussion of the factors that the Company Board considered in determining to approve and recommend the Merger Agreement, please see “The Merger—Recommendation of the Company Board; Reasons for the Merger” beginning on page 31.

 

Q:	What happens if I sell my shares before completion of the Merger?

 

A:

If you transfer your shares of Common Stock before consummation of the Merger, you will have transferred the right to receive the Merger Consideration and lose your appraisal rights. In order to receive the Merger Consideration or exercise appraisal rights, you must continuously hold (in the case of a Stockholder demanding appraisal) or beneficially own (in the case of a beneficial owner demanding appraisal) your shares of Common Stock from the date of making the demand through the Effective Time and, in the case of any effort to exercise appraisal rights, otherwise comply with all other requirements of Section 262 of the DGCL.

 

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Q:	How do I surrender my shares of Common Stock held by Emerald’s transfer agent, Computershare Trust Company, N.A.?

 

A:

If the Merger is completed, and further instructions are required, you will receive instructions regarding payment for your shares of Common Stock, and so long as you are not the holder of Excluded Shares, you will otherwise automatically receive payment for your shares of Common Stock without any further action or instructions.

 

Q:	What happens to my shares of Common Stock held by my broker?

 

A:	Your broker generally will handle the conversion of all shares of Common Stock that you hold in your brokerage account into the right to receive the Merger Consideration after the Closing of the Merger has occurred. You should direct any specific questions on this to your broker.

 

Q:	Is the Merger subject to the fulfillment of certain conditions?

 

A:

Yes. Before the Merger can be completed, Emerald, Parent and Merger Sub must fulfill or, if permissible under applicable law, waive several closing conditions. If these conditions are not satisfied or waived, the Merger will not be completed. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 76.

 

Q:	Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my shares?

 

A:

Yes. Under Section 262 of the DGCL, Stockholders who have not voted in favor of the Merger Agreement or consented thereto in writing (i.e., Stockholders other than the Majority Stockholders) are entitled to exercise appraisal rights in connection with the Merger with respect to their shares of Common Stock if they meet certain conditions and comply with the applicable statutory procedures for demanding and perfecting appraisal rights and do not subsequently validly withdraw or lose such rights. See the section in this Information Statement entitled “Appraisal Rights” beginning on page 85.

 

Q:	What happens if a third party makes an offer to acquire Emerald before the Merger is completed?

 

A:

Subject to certain limitations, prior to delivery of the Company Stockholder Written Consent (which was obtained on May 9, 2026), following receipt of an Acquisition Proposal, we were generally permitted to provide information to third parties and enter into discussions or negotiations with respect to an unsolicited Acquisition Proposal that the Company Board determined was, or would reasonably be expected to result in, a Superior Proposal. Prior to delivery of the Company Stockholder Written Consent (which was obtained on May 9, 2026), so long as we complied with Parent’s “match” rights specified in the Merger Agreement, we were also permitted to terminate the Merger Agreement to enter into an Alternative Acquisition Agreement providing for a Superior Proposal, subject to the payment of a termination fee. Following delivery of the Company Stockholder Written Consent, we are no longer able to solicit, encourage, negotiate, or provide non-public information in connection with any Acquisition Proposal, or enter into any Alternative Acquisition Agreement, unless and until the Merger Agreement is terminated. Following delivery of the Company Stockholder Written Consent, we are further prohibited from providing information to third parties, or entering into discussions or negotiations, with respect to any Acquisition Proposals, and the Company Board cannot change the Company Board Recommendation or terminate the Merger Agreement to enter into an Alternative Acquisition Agreement providing for a Superior Proposal (as further described in “The Merger Agreement—No Change in Recommendation or Alternative Acquisition Agreement” beginning on page 69).

 

Q:	Will I owe taxes as a result of the Merger?

 

A:	The exchange of shares of Common Stock for cash pursuant to the Merger will be a taxable transaction to U.S. holders for U.S. federal income tax purposes. Therefore, a U.S. holder whose shares of Common Stock

 

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are converted into the right to receive cash in the Merger will generally recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (x) the amount of cash the U.S. holder received for its shares of Common Stock (determined before deduction of any applicable withholding taxes) and (y) the U.S. holder’s adjusted tax basis in such shares of Common Stock.

A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain resulting from the exchange of shares of Common Stock for cash pursuant to the Merger, unless such non-U.S. holder has certain connections to the United States or certain other requirements are met. However, the Merger could be a taxable transaction to such non-U.S. holder under non-U.S. tax laws applicable to such non-U.S. holder.

Stockholders should read the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 51 for the definitions of “U.S. holder” and “non-U.S. holder” and for a more detailed description of the U.S. federal income tax consequences of the Merger. Tax matters can be complicated, and the tax consequences of the Merger to the Stockholders will depend on their particular situation. Stockholders are urged to consult their own tax advisors about the U.S. federal, state, local and non-U.S. tax consequences of the Merger to them in light of their particular circumstances.

 

Q:	Where can I find more information about Emerald?

 

A:

Emerald files periodic reports, proxy statements and other information with the SEC. This information is available on the website maintained by the SEC at www.sec.gov. For a more detailed description of the available information, please refer to “Where You Can Find More Information” beginning on page 95.

 

Q:	Who can help answer my other questions?

 

A:	If you have more questions about the Merger, please contact our Investor Relations department at investor.relations@emeraldx.com. If your broker holds your shares, you should call your broker for additional information.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Information Statement, and the documents to which we refer you in this Information Statement, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including, without limitation, statements regarding forecasts and projections as described in “The Merger—Certain Company Financial Forecasts” beginning on page 42, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts included in this Information Statement are forward-looking statements, including those relating to future events or our future financial performance and financial guidance. You will generally identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,” “predict,” “potential,” “intend” or “continue,” the negative of terms like these or other comparable terminology, and other words or terms of similar meaning in connection with any discussion of future operating or financial performance. For example, all statements we make relating to our current expectations relating to the Merger and the other transactions contemplated by the Merger Agreement, estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth initiatives, or strategies, industry, market and macroeconomic expectations, or future business and product capabilities are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to:

 

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the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect our business and the price of the shares of Common Stock;

 

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the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring us to pay the Company Termination Fee (as defined below);

 

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the ability of Parent and Merger Sub to obtain the necessary financing arrangements set forth in the equity and debt commitment letters received in connection with the Merger;

 

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potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto;

 

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certain restrictions during the pendency of the Merger that may impact our ability to pursue certain business opportunities or strategic transactions;

 

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uncertainty as to timing of completion of the Merger;

 

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risks that the benefits of the Merger are not realized when and as expected;

 

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risks associated with event cancellations or interruptions, including cancellations, interruptions or disruptions in global or local travel conditions resulting from natural or manmade disasters, including extreme weather events or outbreaks of communicable diseases or terrorist actions; the actions that governments, businesses and individuals take in response to any such cancellations, interruptions or disruptions, including limiting the size of gatherings; the impact on overall demand for face-to-face events; and our ability or inability to obtain insurance coverage relating to event cancellations or interruptions;

 

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the potential impairment of intangible assets, including goodwill, on our balance sheet;

 

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general economic conditions, including changes in U.S. tariff and import/export regulations and the impact of tariffs and trade policy, inflationary pressures, and fluctuations in interest rates;

 

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our ability to secure desirable dates and locations for our trade shows;

 

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our ability to assess and respond to changing market trends, including digital and virtual show offerings;

 

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the failure to attract high-quality exhibitors and attendees;

 

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the failure to fully realize the expected results and/or operating efficiencies from our strategic initiatives;

 

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competition from existing operators or new competitors;

 

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our top five trade shows generate a significant portion of our revenues;

 

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the effect of shifts in marketing and advertising budgets to online initiatives;

 

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our ability to retain our senior management team and our reliance on key full-time employees;

 

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risks associated with our acquisition strategy and our ability to execute this strategy to accelerate growth;

 

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our ability to use digital media and print publications to stay in close contact with our event audiences;

 

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our and our exhibitors’ reliance on a limited number of outside contractors;

 

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changes in legislation, regulation and government policy;

 

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our relationships with industry associations;

 

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risks and costs associated with new trade show launches;

 

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risks associated with our expanding international operations, including exposure to foreign exchange rate fluctuations;

 

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that we do not own certain of the trade shows that we operate;

 

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the infringement or invalidation of proprietary rights;

 

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disruption of our information technology systems;

 

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the failure to maintain the integrity or confidentiality of employee or customer data;

 

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our ability to leverage artificial intelligence and other technologies in our products and services;

 

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our potential inability to utilize tax benefits associated with tax deductible amortization expenses; and

 

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other factors beyond our control, including those listed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2025 and in other filings we may make from time to time with the SEC. See “Where You Can Find More Information” beginning on page 95.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained or incorporated by reference in this Information Statement are not guarantees of future performance and our ability to complete the Merger, our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this report. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this report, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this Information Statement or that may be incorporated by reference herein speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date hereof.

 

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THE PARTIES TO THE MERGER AGREEMENT

Company

Emerald Holding, Inc.

100 Broadway, 14th Floor

New York, NY 10005

Phone: (949) 226-5700

Emerald, a Delaware corporation, is a leading U.S.-based B2B event organizer, empowering businesses year-round by expanding meaningful connections, developing influential content, and delivering powerful commerce-driven solutions. Emerald is the owner and operator of a curated portfolio of B2B events spanning trade shows, conferences, B2C showcases and a scaled Executive Peer Network platform. Emerald also delivers dynamic solutions across leading industries through its robust content and e-commerce marketplace. Emerald is a trusted partner for its thousands of customers, predominantly small and medium-sized businesses, playing a pivotal role in driving ongoing commerce through streamlined buying, selling, and networking opportunities. Powered by an experienced, talented and deeply engaged team, Emerald is fostering impactful engagement and delivering unparalleled market access with a commitment to driving business growth 365 days a year. Emerald’s principal executive offices are located at 100 Broadway, 14^th Floor, New York, NY 10005 and its telephone number is (949) 226-5700. Our website is www.emeraldx.com. Additional information about us is included in documents incorporated by reference into this Information Statement and our filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 95.

Our Common Stock is listed with, and trades on, the “NYSE” under the ticker symbol “EEX.”

Parent

Emma Buyer, LLC

c/o Apollo Management X, L.P.

9 West 57^th Street

41^st Floor, New York, NY 10019

Phone: (212) 515-3200

Parent is a Delaware limited liability company that was formed for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any material business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger. Parent is an affiliate of investment funds managed by affiliates of Apollo. After the consummation of the Merger, the Company will be a wholly owned subsidiary of Parent. Parent’s principal executive offices are located at c/o Apollo Management X, L.P., 9 West 57^th Street, 41^st Floor, New York, NY 10019 and its telephone number is (212) 515-3200.

Merger Sub

Emma Merger Sub, Inc.

c/o Apollo Management X, L.P.

9 West 57^th Street

41^st Floor, New York, NY 10019

Phone: (212) 515-3200

Merger Sub is a Delaware corporation that was formed by Parent solely for the purpose of entering into the Merger Agreement, consummating the Merger and engaging in the transactions contemplated by the Merger Agreement. Merger Sub is a wholly owned direct subsidiary of Parent and has not carried on any business

 

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activity other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will be merged with and into the Company and will thereupon cease to exist. Merger Sub’s principal executive offices are located at c/o Apollo Management X, L.P., 9 West 57^th Street, 41^st Floor, New York, NY 10019 and its telephone number is (212) 515-3200.

 

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THE MERGER

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Company Board or the representatives of the Company and other parties.

The Company Board and senior management regularly review Emerald’s performance and prospects in light of Emerald’s business and developments in the industries in which Emerald operates. These reviews include, among other matters, the consideration of potential opportunities for business combinations, acquisitions, dispositions and other financial and strategic alternatives, as compared to the benefits and risks of Emerald’s continued operation as a standalone company.

In the first half of 2025, members of the Company Board and representatives of Emerald management and the Majority Stockholders engaged in various discussions regarding the strategic position of Emerald in light of the current and anticipated business and economic environment. Following those discussions, Emerald had conversations with Goldman Sachs, Emerald’s long-standing financial advisor, for a preliminary review of potential strategic alternatives that may be available to Emerald, including a potential sale of Emerald, with a view to maximize value to the Stockholders. As part of its initial assessment, representatives of Goldman Sachs discussed with members of each of Emerald management and the Company Board potential counterparties that they viewed, based on their professional expertise and industry knowledge, as likely to show interest in, and have the ability to consummate, an acquisition of Emerald. Members of the Company Board discussed with representatives of Goldman Sachs potential strategic alternatives, including a sale of Emerald, and the Company Board was supportive of an exploration of such alternatives.

From the end of July 2025 through the end of December 2025, representatives of Goldman Sachs, following additional discussions and preparatory work with members of each of Emerald management and the Company Board, commenced outreach to approximately 52 strategic and private equity counterparties (each, an “Outreach Party,” and collectively the “Outreach Parties”) to initiate exploratory discussions and gauge interest in a potential acquisition of Emerald (the “Initial Outreach”). In connection with the Initial Outreach, representatives of Goldman Sachs arranged introductory meetings between Mr. Hervé Sedky, President and Chief Executive Officer of Emerald, and certain of the Outreach Parties who signaled interest to participate in the strategic process. Mr. Sedky did not discuss employment or compensation matters with any potential counterparty. 11 of such potentially interested Outreach Parties contacted by representatives of Goldman Sachs signed a confidentiality agreement with Emerald, while the balance declined to engage in further discussions. Each of the confidentiality agreements entered into by Emerald contained a customary standstill provision prohibiting potential counterparties for an agreed-upon period of time from, among other things, offering to acquire or acquiring Emerald without the prior consent of Emerald, and certain of such standstill provisions would fall away after Emerald entered into a definitive agreement with a third party providing for a change of control transaction of Emerald.

On July 31, 2025, Mr. Sedky held an in-person meeting with a representative of a financial sponsor (“Party A”), which was an Outreach Party, to introduce Emerald’s business profile and discuss Party A’s preliminary interest in exploring a potential transaction involving Emerald.

On August 26, 2025, representatives of Goldman Sachs and Party A held a telephonic meeting to discuss the anticipated timing on next steps of Emerald’s strategic process.

On September 11, 2025, Mr. Sedky held an in-person meeting with a representative of a financial sponsor (“Party B”), which was an Outreach Party, to discuss Emerald’s strategic positioning and to assess Party B’s potential interest in participating in a transaction involving Emerald.

 

 

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On October 20, 2025, Mr. Sedky held an in-person meeting with a representative of a financial sponsor (“Party C”), which was an Outreach Party, to discuss Emerald’s financial profile and to explore Party C’s level of interest in a potential transaction with Emerald.

Also on October 20, 2025, Emerald entered into a confidentiality agreement with Party A.

On October 21, 2025, Emerald entered into a confidentiality agreement with Party B.

On October 27, 2025, Mr. Sedky held an in-person meeting with a representative of a financial sponsor (“Party D”), which was an Outreach Party, to provide an overview of Emerald’s strategic process and discuss the anticipated timeline.

On October 30, 2025, the Company Board had a regularly scheduled quarterly meeting with members of Emerald management in attendance. During an executive session of the meeting, Mr. Kosty Gilis, the Chairman of the Company Board, provided the Company Board with an update on the status of Emerald’s ongoing strategic process, including a summary of the Initial Outreach conducted by representatives of Goldman Sachs and the anticipated next steps and timeline for the process.

Also on October 30, 2025, representatives of Goldman Sachs and Party B held a telephonic meeting to discuss the anticipated next steps of Emerald’s strategic process, certain of Party B’s outstanding diligence requests and arrangements for representatives of Party B to attend an upcoming event operated by Emerald on November 5, 2025 with Mr. Sedky as part of Party B’s evaluation of Emerald’s business.

On November 10, 2025, Mr. Sedky and representatives of Party C, at the arrangement of Goldman Sachs, attended an Emerald-organized trade show. Mr. Sedky guided representatives of Party C through Emerald’s operation of the trade show and discussed, among other things, Emerald’s operational strategies and exhibitor relations.

On November 20, 2025, Mr. Sedky held an in-person meeting with a representative of a financial sponsor (“Party E”), which was an Outreach Party, to discuss Emerald’s strategic process.

On November 24, 2025, representatives of Party A conveyed to representatives of Goldman Sachs that it would no longer participate in the process as its preliminary assessment of Emerald’s growth profile did not align with its current investment parameters.

On November 25, 2025, Emerald entered into a confidentiality agreement with Party C.

Also on November 25, 2025, representatives of Goldman Sachs and a financial sponsor (“Party F”), which was an Outreach Party, held a telephonic meeting. Representatives of Goldman Sachs introduced the strategic process and the representative of Party F indicated that Party F would be interested in entering into a confidentiality agreement to receive additional information. The following day, Emerald entered into a confidentiality agreement with Party F.

On November 28, 2025, Emerald entered into a confidentiality agreement with a financial sponsor (“Party G”), which was an Outreach Party.

On December 2, 2025, Mr. Sedky and a representative of Party F held an in-person meeting as a follow-up to Party F’s prior introductory conversations with representatives of Goldman Sachs. Mr. Sedky and the representative of Party F discussed the anticipated next steps of the process and the representative of Party F conveyed to Mr. Sedky that Party F would be interested in attending a formal meeting with Emerald management, which would be arranged by Goldman Sachs.

 

 

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On December 3, 2025, Mr. Sedky and a representative of Party G held an in-person meeting. The representative of Party G indicated that Party G was interested in learning more about Emerald and exploring a potential transaction involving Emerald.

Also on December 3, 2025, Emerald entered into confidentiality agreements with Party D and another Outreach Party that is a financial sponsor (“Party H”). Party H reviewed the diligence materials provided by Emerald and subsequently informed representatives of Goldman Sachs that it was not interested in participating in the strategic process.

On December 9, 2025, representatives of Party C communicated to representatives of Goldman Sachs that Party C would not continue in the strategic process having determined that the opportunity did not fit within Party C’s investment framework given Party C’s views on the relevant end markets and industry consolidation dynamics.

On December 12, 2025, representatives of Goldman Sachs and Party G held a telephonic meeting to discuss Party G’s interest in moving forward in the strategic process. The representative of Party G raised due diligence questions relating to Emerald’s mergers and acquisitions history and representatives of Goldman Sachs indicated that Party G’s questions would be directed to Emerald management.

On December 15, 2025, representatives of Party B participated in an in-person management presentation held by members of Emerald management.

Also on December 15, 2025, Emerald executed an amendment to its existing engagement letter with Goldman Sachs as financial advisor in connection with a potential transaction involving Emerald.

Also on December 15, 2025, the Audit Committee of the Company Board (the “Audit Committee”), consisting solely of independent directors, held a regularly scheduled meeting with members of Emerald management in attendance. Emerald management discussed with the Audit Committee, among other things, the status of the ongoing strategic process involving Emerald and the potential issuance of a public announcement that Emerald was exploring strategic options, including a potential sale of Emerald. Following those discussions, the Audit Committee authorized Emerald management to issue a press release announcing that Emerald had commenced a review of potential strategic options.

On December 16, 2025, Emerald issued a press release publicly announcing, among other things, that Emerald had begun a review of potential strategic options following inquiries regarding a possible third-party acquisition of Emerald. Following the announcement, the closing price per share of Common Stock was $4.95 on December 16, 2025, compared to the closing price per share of Common Stock of $3.53 on December 15, 2025.

Also on December 16, 2025, following Emerald’s public announcement, representatives of Apollo contacted representatives of Goldman Sachs requesting to discuss a potential strategic opportunity with Emerald.

Also on December 16, 2025, Emerald entered into confidentiality agreements with Party E and another Outreach Party that is a financial sponsor (“Party I”).

On December 17, 2025, representatives of Goldman Sachs and Apollo held a telephonic conference to discuss the status of Emerald’s strategic process. Representatives of Goldman Sachs provided representatives of Apollo with an overview of the anticipated timeline for the process, including expected next steps and key milestones, and discussed process expectations with respect to the conduct of due diligence. Representatives of Apollo expressed their interest in exploring a potential transaction involving Emerald and indicated their willingness to proceed in accordance with the outlined timeline discussed during the conference.

Also on December 17, 2025, representatives of Party D and Goldman Sachs attended an in-person management presentation by Emerald management.

 

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On December 18, 2025, members of Emerald management held an in-person management presentation with representatives of Party I and Goldman Sachs in attendance.

On December 19, 2025, Emerald entered into a confidentiality agreement with a financial sponsor (“Party J”), which was an Outreach Party^.

On December 29, 2025, Emerald entered into a confidentiality agreement with an affiliate of Apollo on substantially the same terms as the confidentiality agreements executed by the Outreach Parties.

On December 30, 2025, Emerald entered into a confidentiality agreement with another Outreach Party that is a financial sponsor (“Party K”).

On January 2, 2026, all Outreach Parties that had executed confidentiality agreements with Emerald to date were granted access to due diligence information regarding Emerald, including the Financial Forecasts (as defined and described in the section entitled “—Certain Company Financial Forecasts”), in a virtual data room. Each potential counterparty that subsequently entered into a confidentiality agreement with Emerald was granted access to the data room on the same day the party entered into a confidentiality agreement. The virtual data room was updated with additional due diligence information throughout the strategic transaction process.

On January 5, 2026, representatives of Apollo participated in an in-person management presentation held by members of Emerald management and attended by representatives of Goldman Sachs.

On January 6, 2026, a representative of Party J conveyed to representatives of Goldman Sachs that, following Party J’s review of the diligence materials in the virtual data room, it was no longer interested in pursuing the opportunity as it had determined to prioritize other investment opportunities with assets in which it had greater experience and a stronger strategic thesis.

On January 12, 2026, at the instruction of members of Emerald management and the Chairman of the Company Board, representatives of Goldman Sachs sent a process letter on behalf of Emerald to Apollo, Party B, Party D, Party E, Party F, Party G, Party I and Party K requesting that each of these parties submit a preliminary non-binding indication of interest by February 2, 2026. The process letter requested, among other items, that each party provide the enterprise value of Emerald that it was prepared to pay in cash, inclusive of the value ascribed to Emerald’s tax attributes. At this time, these parties were the only Outreach Parties that remained interested in a potential strategic transaction involving Emerald.

Later on January 12 and on January 13, 2026, representatives of Goldman Sachs held separate telephonic conferences with representatives of Party D, Party F, Party I and Party K to provide further clarity regarding the process and to confirm that each party had sufficient time to submit a preliminary non-binding indication of interest in accordance with the process letter.

On January 14, 2026, representatives of Goldman Sachs and Party B held a videoconference to review and discuss certain key follow-up items arising from the management presentation held on December 15, 2025, including outstanding diligence questions and clarifications regarding certain financial and operational matters.

Also on January 14, 2026, representatives of Goldman Sachs and Apollo held a telephonic conference to discuss the process letter and confirm the expected process timeline. Representatives of Goldman Sachs also arranged certain follow-up due diligence sessions between representatives of Apollo and members of Emerald management.

On January 20, 2026, members of Emerald management held two due diligence sessions via videoconference with representatives of Apollo and Goldman Sachs in attendance. The first session focused on Emerald management’s financial model and the second session focused on Emerald’s corporate strategy.

 

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Also on January 20, 2026, representatives of Party F, Goldman Sachs and Emerald management held a videoconference to discuss Emerald’s business and portfolio, and the events industry generally.

On January 27, 2026, members of Emerald management held a telephonic conference with representatives of Party B to discuss Emerald management’s assumptions underlying its financial model.

Also on January 27, 2026, representatives of Goldman Sachs held a telephonic conference with representatives of Party K to discuss matters relating to Party K’s preparation and anticipated submission of its preliminary non-binding indication of interest.

On January 28, 2026, representatives of Party D and Goldman Sachs and members of Emerald management held a telephonic conference to discuss certain events and marketing materials made available to Party D in the virtual data room.

On January 29, 2026, Party F communicated to representatives of Goldman Sachs that it would not submit an initial indication of interest, noting that the opportunity did not align with an actionable investment thesis within Party F’s current portfolio strategy.

On January 30, 2026, representatives of Goldman Sachs held a telephonic conference with representatives of Party B to discuss outstanding due diligence items and address any remaining information requests in advance of the February 2, 2026 deadline for the submission of Party B’s preliminary non-binding indication of interest.

On February 2 and February 3, 2026, representatives of Goldman Sachs received preliminary non-binding indications of interest for an acquisition of Emerald from Apollo, Party B, Party D and Party I. Party K did not submit an indication of interest for an acquisition of Emerald and instead submitted a proposal to provide a committed amount of junior capital financing to an interested party in connection with such party’s acquisition of Emerald. Party E did not submit a proposal and did not further engage with representatives of Goldman Sachs regarding the process despite further outreach by representatives of Goldman Sachs. Party G, on February 4, 2026, conveyed to representatives of Goldman Sachs that it would not submit an initial indication of interest as it concluded that it was unable to develop a strategic investment perspective on Emerald that would support a competitive proposal. Members of Emerald management reviewed each indication of interest with representatives of Goldman Sachs and the Chairman of the Company Board, with particular attention to the enterprise value range proposed by each party. Following such review, Emerald management noted that Apollo’s indication of interest contained an enterprise value range of $1.375 billion to $1.45 billion for Emerald, which represented the highest valuation of any Outreach Party that submitted an indication of interest. In light of the comparatively lower valuations of the other indications of interest received, representatives of Goldman Sachs, at the direction of Emerald management, contacted representatives of Party B, Party D and Party I to gauge whether each such potential counterparty would increase its proposed valuation to a transactable level, but each such party indicated that it was not in a position to materially increase its proposed valuation. Emerald management also considered Apollo’s established reputation as a financial sponsor, its demonstrated ability to secure committed equity and debt financing sufficient to fully fund a proposed transaction at a price per share of Common Stock acceptable to the Company Board, and the likelihood of Apollo to consummate a transaction on an expedited basis. In light of the foregoing considerations, Emerald management and members of the Company Board determined to advance Apollo in the process only if Apollo demonstrated confidence in a valuation in excess of the high end of the range set forth in its initial indication of interest. Representatives of Goldman Sachs then communicated to representatives of Apollo that Apollo would need to demonstrate such confidence in order to proceed to the next round of the process.

Representatives of Apollo subsequently confirmed to representatives of Goldman Sachs that, based on Apollo’s preliminary review of Emerald’s business and financial profile, Apollo was confident in its ability to propose an enterprise value for Emerald in excess of the high end of the range set forth in its initial indication of interest.

 

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During the remainder of February and continuing through May 4, 2026, representatives of Goldman Sachs and members of Emerald management engaged in a series of in-person and telephonic meetings with representatives of Apollo and its advisors to address Apollo’s financial, commercial, legal and other due diligence requests and to discuss process matters relating to a potential transaction involving Emerald.

On February 17, 2026, representatives of Apollo and Mr. Sedky met in-person at an Emerald-organized trade expo. Mr. Sedky guided representatives of Apollo through the event venue to facilitate Apollo’s review of Emerald’s event operations, including exhibitor participation, attendee engagement and on-site logistics. Representatives of Apollo did not make a revised offer during this meeting.

On February 20, 2026, representatives of Apollo attended a follow-up management presentation held by members of Emerald management.

On February 26, 2026, the Company Board held a regularly scheduled quarterly meeting, with members of Emerald management and representatives of Fried, Frank, Harris, Shriver & Jacobson LLP, legal counsel to the Company (“Fried Frank”) in attendance. Representatives of Fried Frank discussed with the Company Board the potential strategic options involving Emerald and provided the Company Board with a presentation on the fiduciary duties and standards of review under Delaware law in connection with such strategic options. The Company Board discussed Emerald’s ongoing process in respect of a potential strategic transaction involving Emerald and instructed members of Emerald management not to engage in discussions with any potential counterparty with respect to employment or compensation matters unless authorized by the Company Board.

On March 17, 2026, representatives of Apollo and Mr. Sedky met in-person at a tradeshow organized by Emerald. Mr. Sedky accompanied representatives of Apollo through the tradeshow as part of Apollo’s due diligence in connection with its preparation of an updated non-binding indication of interest. Representatives of Apollo did not make a revised offer during this meeting.

On April 3, 2026, following the completion of substantial additional due diligence by Apollo and its advisors, at the instruction of members of each of Emerald management and the Company Board, representatives of Goldman Sachs sent a second process letter to representatives of Apollo requesting that Apollo submit a final, definitive, binding proposal for the acquisition of Emerald, no later than April 23, 2026 containing, among other things, a definitive indication of enterprise value of Emerald, the proposed financing structure of the proposed transaction (that included debt and equity commitment letters), and anticipated regulatory approvals required to consummate the proposed transaction. This process letter also requested a markup of the initial draft of the Merger Agreement, which would be provided following the date of the process letter.

On April 9, 2026, representatives of Goldman Sachs uploaded to the virtual data room an initial draft of the Merger Agreement prepared by Fried Frank. The draft Merger Agreement contained, among other things, (i) a “hell or high water” regulatory efforts standard, (ii) a termination fee payable by Parent in an amount of 8% of Emerald’s enterprise value in the event of termination in certain circumstances, (iii) customary representations and warranties and covenants for a transaction involving a purchaser that is a financial sponsor, and (iv) a condition that the Majority Stockholders would deliver a written consent approving the Merger after the signing of the Merger Agreement. The draft Merger Agreement did not contemplate a termination fee payable by Emerald.

On April 13, 2026, representatives of Apollo submitted a verbal proposal to representatives of Goldman Sachs indicating an enterprise value of $1.425 billion for Emerald. Representatives of Goldman Sachs subsequently conveyed Apollo’s proposal to members of Emerald management and the Chairman of the Company Board, and Goldman Sachs was instructed to negotiate with Apollo to increase its proposed enterprise value of Emerald. Representatives of Goldman Sachs, as directed by Emerald management and the Chairman of the Company Board, engaged in discussions with representatives of Apollo to increase Apollo’s proposed enterprise value of Emerald and, after negotiations regarding the components of Emerald’s enterprise value and the assumptions used to derive an implied price per share of Common Stock from Emerald’s enterprise value, Apollo increased its proposed enterprise value to $1.5 billion for Emerald, which implied a price per share of Common Stock of $5.00.

 

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On April 18, 2026, Emerald, following receipt of an inbound inquiry, executed a confidentiality agreement with a financial sponsor. Representatives of Goldman Sachs subsequently provided such party with certain diligence information regarding Emerald and offered to grant such party access to the virtual data room. However, such party indicated to representatives of Goldman Sachs that, given the status of the process, it did not have the ability to submit a proposal for Emerald on an expedited timeline.

On April 23, 2026, representatives of Sidley Austin LLP (“Sidley”), Parent’s legal counsel, sent a revised draft of the Merger Agreement to representatives of Fried Frank, which, among other things, (i) provided that the Majority Stockholders would enter into a support agreement in connection with the Merger, (ii) included a marketing period to allow additional time following satisfaction of the closing conditions for Parent’s debt financing sources to syndicate the debt financing, (iii) proposed a modified regulatory efforts standard that required Parent to use reasonable best efforts to take actions necessary to resolve objections to the Merger under any regulatory law, including through divestiture of Emerald’s assets or businesses, (iv) proposed to exclude Parent’s potential acquisition of Questex from the requirement that Parent would not acquire any other business that would reasonably be expected to delay or impede the Merger, (v) reduced the termination fee payable by Parent from 8% of Emerald’s enterprise value to 4% of Emerald’s equity value, (vi) proposed a termination fee payable by Emerald in an amount and under circumstances to be discussed and (vii) inserted an automatic extension of the termination date if certain closing conditions related to receipt of certain regulatory approvals were not satisfied as of the termination date, but all other closing conditions were satisfied or waived as of such date.

On May 4, 2026, representatives of Apollo, following continued negotiations with representatives of Goldman Sachs regarding certain assumptions underlying the derivation of the implied price per share of Common Stock, submitted a written non-binding proposal (the “Initial May 4 Proposal”) to representatives of Goldman Sachs to acquire Emerald at a price per share of Common Stock of $5.03, consisting of (i) cash consideration of $4.90 per share of Common Stock payable at the closing of the transaction, and (ii) deferred cash consideration of $0.13 per share of Common Stock (not subject to any conditions to payment) to be paid on March 31, 2027.

On May 4, 2026, following the submission of the Initial May 4 Proposal, representatives of Goldman Sachs and representatives of Apollo continued negotiations regarding the terms of the Initial May 4 Proposal and shortly thereafter representatives of Apollo submitted a revised written non-binding proposal (the “Final Proposal”) to representatives of Goldman Sachs. Representatives of Goldman Sachs promptly shared the Final Proposal with members of Emerald management and the Chairman of the Company Board. The material terms set forth in the Final Proposal provided that (i) funds managed by affiliates of Apollo would acquire Emerald in an all-cash transaction at a price per share of Common Stock of $5.03 payable at the closing of the transaction, representing an increase relative to the high-end of the price per share of Common Stock implied based on the range of Emerald’s enterprise values set forth in Apollo’s initial indication of interest, (ii) funds managed by affiliates of Apollo had secured committed third-party debt financing from certain debt financing sources and (iii) funds managed by affiliates of Apollo had available committed equity financing from funds managed by affiliates of Apollo. The Final Proposal also proposed to execute a Merger Agreement by no later than May 11, 2026. Members of each of Emerald management and the Company Board discussed the Final Proposal and consulted with representatives of Goldman Sachs with respect to its financial terms. Following such discussion and consultation, members of the Company Board authorized proceeding with the negotiation of definitive transaction documents on the basis of the terms set forth in the Final Proposal and to work toward execution of the Merger Agreement within the proposed timeframe, subject to the final approval of the Company Board and the receipt of an opinion from Goldman Sachs to the fairness, from a financial point of view, of the proposed $5.03 in cash per share of Common Stock. Representatives of Goldman Sachs, as authorized by members of the Company Board, verbally conveyed to representatives of Apollo that Emerald was prepared to proceed with negotiation of definitive documentation on the basis of the terms set forth in the Final Proposal. The Final Proposal also included drafts of the Equity Commitment Letter and the Limited Guarantee.

Also on May 4, 2026, representatives of Fried Frank sent revised drafts of the Merger Agreement and form of Debt Commitment Letter to representatives of Sidley. The draft Merger Agreement, among other things,

 

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(i) accepted that the Majority Stockholders would enter into a support agreement, (ii) rejected the proposed marketing period and proposed an “inside date”, (iii) generally accepted the modified regulatory efforts standard, but rejected the proposed exclusion of the Questex Transaction from the requirement that Parent not acquire any other business that would reasonably be expected to delay or impede the Merger, (iv) increased the termination fee payable by Parent from 4% of equity value to 6% of enterprise value, and (v) inserted a termination fee payable by Emerald in an amount of 6% of Emerald’s enterprise value under certain limited circumstances. Later that evening, representatives of Sidley sent representatives of Fried Frank a draft of the Support Agreement.

Also on May 4, 2026, representatives of Goldman Sachs delivered Goldman Sachs’ updated relationship disclosure letter to Emerald which addressed Goldman Sachs’ relationships with the Majority Stockholders and their affiliates and Apollo and its affiliates.

Between May 5, 2026 and the evening of May 8, 2026, representatives of Fried Frank and representatives of Sidley had several calls to discuss the remaining open terms of the definitive transaction documents, and exchanged revised drafts of the Merger Agreement, confidential Company disclosure schedules to the Merger Agreement (the “Company Disclosure Schedules”), the Support Agreement, the Equity Commitment Letter, the Limited Guarantee and other transaction documents. Also during that period, representatives of Fried Frank and representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Parent’s financing and antitrust counsel, exchanged revised drafts of the Debt Commitment Letter and discussed the regulatory efforts standard in the Merger Agreement.

On May 7, 2026, the Company Board held a special meeting (with members of the Company Board attending in person and via videoconference) with representatives of Emerald management, Goldman Sachs and Fried Frank in attendance. Representatives of Fried Frank provided the Company Board with a presentation on the fiduciary duties and standards of review with respect to the potential transaction with Parent under Delaware law and a summary of the key terms of the Merger Agreement and the other definitive transaction documents. The Company Board discussed the transaction documents with representatives of Fried Frank, including the material open points in the Merger Agreement relating to (i) closing timing, for which Parent proposed to restrict closing for a certain amount of time to complete its marketing period, and (ii) Parent’s regulatory efforts in connection with Parent’s concurrent proposed acquisition of Questex. The Company Board also discussed Emerald’s financial forecasts with members of Emerald management, including various assumptions and the pro forma impact of recent acquisitions (including the estimated deferred consideration payments for certain of Emerald’s acquisitions), and formally approved the Financial Forecasts for Goldman Sachs’ use and reliance in connection with its financial analysis and fairness opinion. Representatives of Goldman Sachs reviewed Goldman Sachs’ preliminary financial analysis of the potential transaction with Apollo with the Company Board. The Company Board instructed representatives of Fried Frank to finalize the Merger Agreement and the other definitive transaction documents.

In the evening of May 7, 2026, Mr. Sedky and a representative of Apollo held a telephonic conference to discuss the remaining open terms of the Merger Agreement.

On May 8, 2026, representatives of Fried Frank delivered to representatives of Sidley an execution version of the Merger Agreement, which reflected the resolution of the open points discussed between Mr. Sedky and the representative of Apollo and provided, among other things, that (i) Parent would be permitted to delay closing for a specified marketing period, (ii) required Parent to use reasonable best efforts to take actions necessary to resolve objections to the Merger under any regulatory law, including through divestiture of Emerald’s and Questex’s assets or businesses, (iii) Parent would be restricted from acquiring any other business in the same line of business as Emerald or that would reasonably be expected to delay or impede the Merger, other than the proposed acquisition of Questex, so long as Parent’s Questex acquisition will not be consummated prior to the closing of the Merger, and (iv) a termination fee would be payable to Emerald in the event the Merger Agreement was terminated as a result of the failure to satisfy the closing conditions relating to the expiration or termination of the applicable waiting period under the HSR Act or the absence of any governmental order (to the

 

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extent such condition is not satisfied as a result of the enforcement of United States antitrust laws) prohibiting the closing of the Merger.

On May 8, 2026, representatives of Goldman Sachs delivered Goldman Sachs’ final updated relationship disclosure letter to Emerald which addressed Goldman Sachs’ relationships with the Majority Stockholders and their affiliates and Apollo and its affiliates.

On May 9, 2026, the Company Board held a special meeting via videoconference with representatives of Emerald management, Goldman Sachs and Fried Frank in attendance to review the final terms and conditions of the Merger. Representatives of Fried Frank reviewed the terms of the execution versions of the Merger Agreement, Company Disclosure Schedules and other definitive transaction documents with the Company Board. Representatives of Goldman Sachs then rendered Goldman Sachs’ oral opinion to the Company Board, which was subsequently confirmed in writing that, as of May 9, 2026, and based upon and subject to the factors and assumptions set forth therein, the $5.03 in cash per share of Common Stock to be paid to the holders (other than Parent and its affiliates) of shares of Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Common Stock. For more information, see the section of this Information Statement entitled “—Opinion of Goldman Sachs & Co. LLC” beginning on page 37. After discussion among the Company Board, the Company Board (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of Emerald and its Stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) authorized and approved the execution, delivery and performance by Emerald of the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, and (iv) recommended the adoption of the Merger Agreement by the Stockholders, subject to the terms and conditions of the Merger Agreement.

Shortly thereafter, on May 9, 2026, Emerald and Parent executed the Merger Agreement and delivered the executed Support Agreement, the Equity Commitment Letter, the Limited Guarantee and the final Company Disclosure Schedules. Parent also delivered an executed Debt Commitment Letter. Shortly after the execution of the Merger Agreement, the Majority Stockholders delivered the Company Stockholder Written Consent to Emerald, which was subsequently delivered to Parent. On May 11, 2026, Emerald and Apollo jointly issued a press release announcing the parties’ entry into the Merger Agreement before the opening of the NYSE.

Recommendation of the Company Board; Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Company Board consulted with the Company’s senior management, as well as representatives of its financial advisor and outside legal counsel. In the course of making its determination (1) that the terms of the Merger Agreement and the other transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its Stockholders; (2) to approve and declare advisable the Merger Agreement and the other transactions contemplated by the Merger Agreement, including the Merger; (3) to authorize and approve the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the other transactions contemplated by the Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement; and (4) to recommend the adoption of the Merger Agreement by the Stockholders, the Company Board considered numerous factors, including the following non-exhaustive list of material factors and benefits of the Merger, each of which the Company Board believed supported its determination and recommendation and are not presented in any relative order of importance:

Merger Consideration: The Company Board considered:

 

•

the fact that the Merger Consideration represents a premium of approximately 36.7% relative to the 30-day volume weighted average price per share of Common Stock ending on December 15, 2025, the

 

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trading day prior to Emerald announcing that it is considering strategic options (the “Press Release”), and a premium of approximately 42.1% relative to the closing price per share of Common Stock on December 15, 2025, as well as the relative stability in the trading price of Common Stock following the Press Release;

 

•

the fact that the Common Stock traded at or below the Merger Consideration for 98 out of 101 trading days between the date of the Press Release and the date of the announcement of the Merger;

 

•

the current and historical market prices of the Common Stock, including the performance of the Common Stock relative to other participants in the Company industry; and

 

•

the trading history of the Common Stock and the offer price relative to such history.

Business and Financial Condition. The Company Board considered the Company’s business, financial performance and condition and future prospects, including the Financial Forecasts (as described in the section entitled “The Merger— Certain Company Financial Forecasts” beginning on page 42), and the risks and uncertainties attendant thereto.

Risks and Uncertainties. The Company Board considered, among other factors, that the Company’s business and its Stockholders would continue to be subject to significant risks and uncertainties if the Company remained an independent public company, including:

 

•

risks and uncertainties related to the Company’s business, financial performance and condition and future prospects;

 

•

the current industry, economic and market conditions and trends in the markets in which the Company competes, including the ongoing changes in such markets and the Company’s business and the risks and uncertainties attendant thereto, including general political, economic, and social conditions, and the likely impact of the foregoing factors on the trading price of shares of Common Stock (which cannot be quantified numerically);

 

•

the risks set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025; and

 

•

ongoing costs and expenses of remaining a public company.

Strategic Alternatives. The Company Board considered:

 

•

the performance of the Company’s evolving portfolio of assets, including recently announced acquisitions and dispositions, in relation to its stock price;

 

•

the results of the Company’s process of exploring, analyzing and evaluating its strategic alternatives, including remaining as an independent public company and pursuing the Company’s long-term business plan;

 

•

that the Company issued the Press Release and publicly disclosed its ongoing review of strategic alternatives in connection with a formal bidding process;

 

•

that (i) the Company discussed possible interest in a potential strategic transaction with 54 total potential counterparties (comprised of a mixture of strategic and financial counterparties); (ii) the Company entered into nondisclosure agreements with 13 of those potential counterparties; (iii) four of those counterparties submitted preliminary non-binding indications of interest for an acquisition of the Company, of which Apollo’s indication of interest represented the highest preliminary valuation; and (iv) following discussions with these counterparties, none were willing to pursue a strategic transaction with the Company on terms and conditions that were more favorable than those offered by Apollo;

 

•

the fact that the terms of the Merger Agreement were the result of robust arm’s-length negotiations conducted by the Company, with the knowledge and at the direction of the Company Board, and with the assistance of the Company’s independent financial advisor and outside legal counsel;

 

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•

the fact that the Company was able to negotiate an increase in the per-share consideration to $5.03, an increase from the estimated low-end and high-end of the range based on Apollo’s implied per-share consideration set forth in Apollo’s February 2, 2026 initial indication of interest of $4.39 and $4.75, respectively;

 

•

the Company Board’s belief that the Merger Consideration represents the highest price reasonably obtainable taking into account the foregoing factors; and

 

•

alternative means of creating stockholder value and pursuing the Company’s strategic goals (including pursuing the Company’s long-term business plan as an independent company) and the risks and uncertainties attendant thereto, and the Company Board’s belief that the Merger represents the best available alternative for maximizing value for the Stockholders in light of the Merger Consideration representing an approximate 36.7% premium to the Company’s 30-day volume weighted average price per share prior to the Press Release and a premium of approximately 42.1% to the closing price on the trading day prior to the Press Release.

Financial Analyses and Opinion of Goldman Sachs. The Company Board considered the financial analyses of Goldman Sachs and discussed with the Company Board, as well as the oral opinion of Goldman Sachs rendered to the Company Board, subsequently confirmed by delivery of its written opinion dated May 9, 2026, to the effect that, as of such date and based upon and subject to the factors and assumptions set forth therein, the $5.03 in cash per share of Common Stock to be paid to the holders (other than Parent and its affiliates) of shares of the Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Common Stock, as more fully described below under the section of this Information Statement captioned “The Merger—Opinion of Goldman Sachs & Co. LLC” beginning on page 37 and which full text of the written opinion is attached as Annex C to this Information Statement and is incorporated by reference in this Information Statement in its entirety.

Company Stockholder Written Consent. The Company Board considered that the Majority Stockholders, which collectively controlled approximately 93% of the aggregate voting power of the issued and outstanding shares of Common Stock as of May 9, 2026, had indicated that they would be willing to provide their consent to the transactions contemplated by the Merger Agreement if requested.

Certainty of Consideration. The Company Board considered that the all-cash nature of the consideration to be paid in the Merger allows Stockholders to realize immediate and certain premium cash value and liquidity, while avoiding the significant future risks and uncertainties for the Company and the markets generally. The Company Board also considered that the Majority Stockholders will be receiving the same form and amount of Merger Consideration for their shares of Common Stock as all other Stockholders.

Apollo’s and its Financing Sources’ Reputation. The Company Board considered the business reputation, experience and capabilities of Apollo and its equity and debt financing sources, including the fact that Apollo has committed equity and debt financing from such financing sources.

Negotiations with Apollo. The Company Board considered its belief that, after extensive negotiations with Apollo, resulting in Apollo increasing its offer to $5.03 per share, the Company obtained the highest price and most favorable terms to which Apollo was willing to agree, and that an acquisition by Parent has a reasonable likelihood of closing.

Management Projections. The Company Board considered forecasts for the Company prepared by Company management, which reflect an application of various assumptions of the Company’s senior management. The Company Board considered the inherent uncertainty of attaining management’s forecasts, including those set forth in “ —Certain Company Financial Forecasts,” and that due to such uncertainty, the Company’s actual financial results in future periods could differ materially from management’s forecasted results.

 

 

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Likelihood of Completion; Certainty of Payment. The Company Board considered its belief that the Merger represented a transaction that would likely be consummated based on, among other factors:

 

•

the absence of any financing condition to the consummation of the Merger and Parent’s delivery of adequate financial commitments;

 

•

the fact that the Merger Agreement requires Parent to use its reasonable best efforts to obtain applicable regulatory approvals to consummate the Merger as further described below under the heading “The Merger Agreement—Efforts to Complete the Merger; Regulatory Approvals;”

 

•

the exceptions contained within the “Company Material Adverse Effect” definition, which generally defines the standard for closing risk;

 

•

the fact that the conditions to the closing of the Merger are specific and limited in scope; and

 

•

the Company’s ability to request that the Delaware Court of Chancery (or, if the Delaware Court of Chancery lacks or declines jurisdiction, any state or federal court within the State of Delaware) specifically enforce the Merger Agreement, including the consummation of the Merger, under certain circumstances described in “The Merger Agreement—Specific Performance.”

Other Terms of the Merger Agreement. The Company Board considered other terms of the Merger Agreement, which are more fully described below under the heading “The Merger Agreement.” Certain provisions of the Merger Agreement that the Company Board considered significant include:

 

•

Conditions. The limited number and nature of the conditions to Parent’s obligations to consummate the Merger;

 

•

Parent Termination Fee. The fact that, if the Merger Agreement is terminated prior to the consummation of the Merger in certain limited circumstances, Parent will be required to pay to the Company the Parent Termination Fee of $84 million (as more fully described below under the heading “The Merger Agreement—Termination Fees and Expenses”);

 

•

Company Termination Fee. The fact that, if the Merger Agreement is terminated prior to the consummation of the Merger in certain limited circumstances, the Company will be required to pay to Parent the Company Termination Fee of $84 million (as more fully described below under the heading “The Merger Agreement—Termination Fees and Expenses”). The Company Board believed the Company Termination Fee payable was reasonable in light of, among other things, the limited circumstances in which it was payable, and the typical size of such termination fees in similar transactions and the benefits of the Merger to the Stockholders;

 

•

Termination Date. The fact that the Termination Date under the Merger Agreement on which either party, subject to certain exceptions, can terminate the Merger Agreement allows for sufficient time to consummate the Merger, while minimizing the length of time during which the Company would be required to operate subject to the restrictions on interim operations set forth in the Merger Agreement;

 

•

Appraisal Rights. The availability of statutory appraisal rights under the DGCL in connection with the Merger; and

 

•

Operating Flexibility. The fact that the Company has sufficient operating flexibility to conduct its business in the ordinary course during the pendency of the Merger.

Financing-Related Terms. The Company Board considered Parent’s and Merger Sub’s representations and covenants contained in the Merger Agreement relating to the Equity Commitment Letter from investment funds managed by affiliates of Apollo and the Debt Commitment Letter from financial institutions of international reputation (and the terms and conditions thereof). Further, the Company Board considered that under specified circumstances, the Merger Agreement permits the Company to seek specific performance against Parent and Merger Sub.

 

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The Company Board also considered and balanced against the potentially positive factors a number of uncertainties, risks and potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following factors, which are not presented in any relative order of importance:

 

•

No Participation in the Company’s Future. The Company Board considered that if the Merger is consummated, existing Stockholders will receive the Merger Consideration in cash and will no longer have the opportunity to participate in any future earnings or growth of the Company or benefit from any potential future appreciation in the value of Common Stock, including any value that could be achieved if the Company engages in future strategic or other transactions;

 

•

Non-Solicitation Covenant. The Company Board considered that the Merger Agreement imposes restrictions on the Company’s solicitation of acquisition proposals from third parties. However, based upon the results of the Company’s process of exploring, analyzing and evaluating its strategic alternatives, and the issuance of the Press Release, described above in “—Background of the Merger,” and the fact that the most likely potential acquirers of the Company were contacted during such process and/or contacted the Company, the Company Board believed it had a strong basis for determining that the Merger was the best transaction reasonably likely to be available to the Company;

 

•

Written Consent; Termination Fees. The Company Board considered the fact that, as a condition to entering into the Merger Agreement, Parent required that the Merger Agreement include a provision permitting Parent to terminate the Merger Agreement if the Majority Stockholders failed to execute and deliver the Company Stockholder Written Consent within 12 hours following the execution of the Merger Agreement, and an obligation that the Company must pay Parent a termination fee of $84 million if the Merger Agreement is terminated under certain circumstances, including if the Company Board were to accept a Superior Proposal prior to the delivery of the Company Stockholder Written Consent;

 

•

Restrictions on the Operation of the Company’s Business. The Company Board considered that the Merger Agreement imposes restrictions on the Company relating to the conduct of the Company’s business prior to the consummation of the Merger, including requiring that the Company and its subsidiaries use commercially reasonable efforts to (i) ensure that the Company and its subsidiaries carry on its and their respective businesses in the ordinary course in all material respects; and (ii) preserve intact in all material respects its and their respective current business organizations, maintain relations in all material respects with lenders, landlords, employees and governmental entities, and key sponsors, exhibitors, commercial suppliers and other persons with whom the Company and its subsidiaries have material business relationships and that these restrictions may limit the Company and its subsidiaries from taking specified actions, which may delay or prevent the Company from undertaking business opportunities that may arise pending completion of the Merger;

 

•

Risks the Merger May Not Be Completed. The Company Board considered the risk that the conditions to the Merger may not be satisfied and that, therefore, the Merger would not be consummated. The Company Board also considered the risks and costs to the Company if the Merger is not consummated, including the diversion of management and employee attention, potential employee attrition, the potential effect on the Company’s business operations, including its relationships with key sponsors, exhibitors, commercial suppliers, distributors, and others that do business with the Company, and the potential effect on the trading price of Common Stock;

 

•

Risks Associated with Announcement of the Merger. The Company Board considered the possibility of distraction of management’s attention from day-to-day operations of the business and its ability to attract and retain key employees during the pendency of the Merger;

 

•

Potential Conflicts of Interest. The Company Board considered that the Company’s executive officers and directors have financial interests in the transactions contemplated by the Merger Agreement, including the Merger, that may be different from or in addition to those of other Stockholders, as more fully described under the heading “—Interests of Our Directors and Executive Officers in the Merger” beginning on page 45;

 

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•

Tax Treatment. The Company Board considered that any gains arising from the receipt of the Merger Consideration will generally be taxable to Stockholders for United States federal income tax purposes; and

 

•

Stockholder Litigation. The Company Board considered the risk of litigation arising from Stockholders in respect of the Merger Agreement and the transactions contemplated by the Merger Agreement.

The foregoing discussion is not meant to be exhaustive, but summarizes certain material factors considered by the Company Board in its evaluation of the Merger. After considering these and other factors, the Company Board concluded that the potential benefits of the Merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Company Board and the complexity of these factors, the Company 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 Company Board applied his or her own personal business judgment to the process and may have assigned different weights to different factors. Upon due consideration of these and other factors, the Company Board believed that, overall, the potential benefits of the Merger to the Stockholders outweighed the risks and uncertainties of the Merger and adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommended that the Stockholders adopt the Merger Agreement and approve the Merger based upon the totality of the information presented to and considered by the Company Board. This explanation of the reasoning of the Company Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 19.

Required Stockholder Approval for the Merger

Under Delaware law and the Company’s certificate of incorporation, the adoption of the Merger Agreement by Stockholders required the affirmative vote or written consent of Stockholders holding in the aggregate at least a majority of the voting power of the outstanding shares of Common Stock entitled to vote thereon. Further, under the Company’s certificate of incorporation, prior to the first time that Onex Corporation and its affiliates (other than Emerald), including funds managed by an affiliate of the Onex Group, ceases to beneficially own more than fifty percent (50%) of the then-outstanding shares of Common Stock, subject to the rights of the holders of any series of preferred stock of the Company, any action required or permitted to be taken at any annual or special meeting of Stockholders may be taken without a meeting, without prior notice and without a vote of Stockholders, if a consent or consents in writing, setting forth the action, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company in accordance with applicable law and the Company’s certificate of incorporation. Holders of Common Stock are entitled to one vote for each share held of record on all matters on which Stockholders are entitled to vote generally, including adoption of the Merger Agreement.

As of May 9, 2026, the record date for determining Stockholders entitled to consent in writing to the adoption of the Merger Agreement (the “Record Date”), there were 197,909,463 shares of Common Stock outstanding. On May 9, 2026, immediately following the execution of the Merger Agreement, the Majority Stockholders, which collectively on the Record Date held of record and beneficially owned 184,520,200 shares of Common Stock, representing approximately 93% of the aggregate voting power of the then issued and outstanding shares of Common Stock, delivered the Company Stockholder Written Consent in accordance with the Company’s certificate of incorporation. As a result, no further action by any Stockholder is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the Merger, and the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement and will not call a Stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement. No action by the Stockholders of Parent is required to complete the Merger and all requisite corporate action by and on behalf of Merger Sub required to complete the Merger has been taken.

 

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When stockholder action is taken by written consent in lieu of a meeting by less than all of the Stockholders entitled to vote on such matter, Section 228(e) of the DGCL requires notice of such action by written consent be given to those Stockholders as of the record date for such action by written consent who did not consent in writing to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the same record date as the record date for such action taken by written consent. This Information Statement and the notice attached hereto constitute notice to you from the Company of the Company Stockholder Written Consent as required by Delaware law.

Opinion of Goldman Sachs & Co. LLC

Goldman Sachs rendered its oral opinion, subsequently confirmed by delivery of its written opinion, dated May 9, 2026, to the Company Board that, as of May 9, 2026 and based upon and subject to the factors and assumptions set forth therein, the $5.03 in cash per share of Common Stock to be paid to the holders (other than Parent and its affiliates) of shares of Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Common Stock.

The full text of the written opinion of Goldman Sachs, dated May 9, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Company Board in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of Common Stock should act with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

 

•

the Merger Agreement;

 

•

annual reports to stockholders and Annual Reports on Form 10-K of the Company for the five fiscal years ended December 31, 2025;

 

•

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company;

 

•

certain other communications from the Company to its stockholders;

 

•

certain publicly available research analyst reports for the Company; and

 

•

certain internal financial analyses and forecasts for the Company prepared by its management (referred to in this information statement as the “Financial Forecasts” and which are summarized in the section titled “The Merger—Certain Company Financial Forecasts” beginning on page 42), as approved for Goldman Sachs’ use by the Company.

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition, and future prospects of the Company; reviewed the reported price and trading activity for the shares of Common Stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the exhibitions and media and consumer services industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Company Board’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company Board’s consent that the Financial Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and

 

37

judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the Company or on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of Common Stock, as of the date of the opinion, of the $5.03 in cash per share of Common Stock to be paid to such holders of shares of Common Stock pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the Merger, whether relative to the $5.03 in cash per share of Common Stock to be paid to the holders (other than Parent and its affiliates) of shares of Common Stock pursuant to the Merger Agreement or otherwise. Goldman Sachs did not express any opinion as to the prices at which the shares of Common Stock will trade at any time or as to the potential effects of volatility in the credit, financial and stock markets on the Company, Parent or the Merger, or as to the impact of the Merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Company Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 4, 2026, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs analyzed the consideration to be paid to holders of shares of Common Stock pursuant to the Merger Agreement in relation to (i) the closing price per share of Common Stock on December 15, 2025, the trading day prior to the Company issuing the Press Release, (ii) the volume weighted average price (“VWAP”) per share of Common Stock for the 30-trading-day period ended December 15, 2025, (iii) the VWAP per share of Common Stock for the 60-trading-day period ended December 15, 2025 and (iv) the VWAP per share of Common Stock for the 90-trading-day period ended December 15, 2025.

This analysis indicated that the price per share of Common Stock to be paid to the holders of shares of Common Stock pursuant to the Merger Agreement represented:

 

•

a premium of 42.1% based on the closing price per share of Common Stock on December 15, 2025;

 

•

a premium of 36.7% based on the VWAP per share of Common Stock for the 30-trading-day period ended December 15, 2025;

 

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•

a premium of 26.1% based on the VWAP per share of Common Stock for the 60-trading-day period ended December 15, 2025; and

 

•

a premium of 17.0% based on the VWAP per share of Common Stock for the 90-trading-day period ended December 15, 2025.

Illustrative Discounted Cash Flow Analysis. Using the Financial Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per share of Common Stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 9.0% to 12.0%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2025 (i) estimates of unlevered free cash flow forecasted to be generated by the Company during fiscal years 2026 through 2030 as reflected in the Financial Forecasts and (ii) a range of illustrative terminal values for the Company, which were calculated by applying terminal year exit enterprise value (“EV”) to last twelve month (“LTM”) Adjusted EBITDA (“EV/LTM Adjusted EBITDA”) multiples ranging from 7.0x to 9.0x, to an estimate of the Adjusted EBITDA to be generated by the Company in the terminal year, as reflected in the Financial Forecasts (which analysis implied perpetuity growth rates ranging from negative 1.5% to 3.3%). The range of terminal year exit EV/LTM Adjusted EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of the Company. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s total debt of approximately $513 million and added the amount of the Company’s cash and cash equivalents of approximately $101 million, in each case, based on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and as approved for Goldman Sachs’ use by the management of the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Common Stock as of May 7, 2026 of approximately 201.1 million, as provided by and approved for Goldman Sachs’ use by the management of the Company, calculated using the treasury stock method, to derive a range of illustrative present values per share of Common Stock ranging from $4.37 to $6.52.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Company Board as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of Common Stock, as of the date of the opinion, of the $5.03 in cash per share of Common Stock to be paid to such holders of shares of Common Stock pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

 

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The Merger Consideration was determined through arm’s-length negotiations between the Company and Parent and was approved by the Company Board. Goldman Sachs provided advice to the Company Board during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Company Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Company Board was one of many factors taken into consideration by the Company Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including AGM, an affiliate of Parent, and Onex Corporation, an affiliate of certain significant shareholders of the Company (“Onex”, and together with AGM, “Relevant Parties”) or any currency or commodity that may be involved in the Merger. Goldman Sachs Investment Banking has an existing lending relationship with the Company, Parent and Onex and/or their respective majority-owned subsidiaries (excluding, if applicable, portfolio companies) or funds managed thereby. Goldman Sachs acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the Merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to the Company and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to a bank loan to Emerald Expositions Events, Inc., a subsidiary of the Company, in January 2025. During the two-year period ended May 9, 2026, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to the Company and/or its affiliates of approximately $0.8 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to AGM and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive compensation. Goldman Sachs also acted as financial advisor to Athora Holding Ltd. (a European savings and retirement services group) (“Athora”) in connection with its acquisition of Pension Insurance Group Limited in March 2026. AGM retains a strategic relationship with Athora and provides it with advisory services through affiliates of AGM. Goldman Sachs has acted as financial advisor to Aspen Insurance Holdings Limited, a portfolio company of funds managed by affiliates of AGM, in connection with its sale in February 2026; as bookrunner with respect to a bank loan to Michaels Companies Inc., a portfolio company of funds managed by affiliates of AGM, in February 2026; as bookrunner with respect to the initial public offering of the common stock of Phoenix Education Partners, Inc., a portfolio company of funds managed by affiliates of AGM, in October 2025; and as bookrunner with respect to the issuance of investment grade bonds by FWD Group Holdings Limited, an insurance company to which certain affiliates of AGM provide investment advisory services and an affiliate of AGM has a minority investment (“FWD”), in September 2025. During the two-year period ended May 9, 2026, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking directly to AGM and/or to its affiliates and portfolio companies (which may include companies that are not controlled by AGM, and which for this purpose includes Athora and FWD) of approximately $143.6 million. As of May 9, 2026, Goldman Sachs Investment Banking was mandated by AGM and/or its Related Entities (as defined below) (excluding, if applicable, Onex and its affiliates) to provide financial advisory and/or underwriting services unrelated to the Merger with respect to one or more matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking expected, as of May 9, 2026, that it would recognize compensation in an aggregate amount materially in excess of the transaction fee expected in connection with the Merger. In addition, as is typical for

 

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investment banks, as of May 9, 2026, Goldman Sachs Investment Banking was soliciting AGM and/or its Related Entities (excluding, if applicable, Onex and its affiliates) to work on financial advisory and/or underwriting matters unrelated to the Merger on which it has not been, and may not be, mandated. Goldman Sachs Investment Banking is not in a position to estimate the amount of compensation, if any, it expects to recognize with respect to such matters, but it expects that, were it to be mandated on such matters, the mandates would provide for customary compensation. The status, timing and likelihood of consummation of such matters will change over time. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Onex and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial advisor to Onex in connection with its acquisition of Convex Group Limited in February 2026; as bookrunner with respect to a bank loan to Westjet Airlines Limited, a portfolio company of Onex, in January 2026; as bookrunner with respect to a bank loan to Onex in August 2025; as bookrunner with respect to a bank loan to Sedgwick Claims Management Services Inc., a portfolio company of Onex, in March 2025; as bookrunner with respect to a bank loan to OneDigital Health and Benefits Inc., a portfolio company of Onex, in January 2025; as bookrunner with respect to a bank loan to Westjet Airlines Limited, a portfolio company of Onex, in November 2024; and as financial advisor to PowerSchool Holdings, Inc., a portfolio company of Onex, in connection with its sale in October 2024. During the two-year period ended May 9, 2026, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking directly to Onex and/or to its affiliates and portfolio companies (which may include companies that are not controlled by Onex) of approximately $96.5 million. As of May 9, 2026, Goldman Sachs Investment Banking was mandated by Onex and/or its Related Entities (excluding the Company and its subsidiaries) to provide financial advisory and/or underwriting services unrelated to the Merger with respect to one or more matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking expected, as of May 9, 2026, that it would recognize compensation in an aggregate amount substantially similar to the transaction fee expected in connection with the Merger. In addition, as is typical for investment banks, as of May 9, 2026, Goldman Sachs Investment Banking was soliciting Onex and/or its Related Entities (excluding the Company and its subsidiaries) to work on financial advisory and/or underwriting matters unrelated to the Merger on which it has not been, and may not be, mandated. Goldman Sachs Investment Banking is not in a position to estimate the amount of compensation, if any, it expects to recognize with respect to such matters, but it expects that, were it to be mandated on such matters, the mandates would provide for customary compensation. The status, timing and likelihood of consummation of such matters will change over time. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Relevant Parties and their respective affiliates and/or as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.

As of May 9, 2026, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in the Company and/or its affiliates (excluding Onex and its other affiliates), (ii) an aggregate direct GS Principal Investment of approximately $77.6 million in AGM and/or its Related Entities (excluding Onex and its other affiliates), and (iii) an aggregate direct GS Principal Investment of approximately $3.71 million in Onex and/or its Related Entities (excluding any Relevant Party, the Company or their other respective affiliates). Funds managed by affiliates of Goldman Sachs Investment Banking may co-invest with, and invest in equity interests of, AGM and Onex and/or their respective affiliates or funds managed thereby in the future.

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Parties, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

 

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For purposes of this section of this Information Statement, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (y) the following terms have the definitions set forth below:

GS Principal Investments (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third party clients (“GS Client Funds”), which funds can co-invest alongside, and/or make Investments in, the Relevant Parties or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

Related Entities are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The Company Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated June 16, 2023, as amended by a letter agreement dated December 15, 2025, the Company engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $21.0 million, $1.5 million of which became payable upon the presentation by Goldman Sachs to the Company Board of the results of the study that enabled Goldman Sachs to render its opinion, and the remainder of which is contingent upon consummation of the Merger. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Certain Company Financial Forecasts

Emerald does not generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations other than for providing, from time to time, estimates of certain expected financial results and operational metrics in its regular annual and quarterly earnings press releases and other investor materials.

Emerald does not prepare five-year forecasts of the type described below in the ordinary course of business because of, among other reasons, the subjectivity, uncertainty and unpredictability of the underlying assumptions and estimates. However, in connection with the process leading up to the proposed Merger, Emerald’s management developed certain financial forecasts with respect to fiscal years 2026 through 2030 (the “Financial Forecasts”). Emerald’s management provided the Financial Forecasts to the Company Board in connection with the Company Board’s evaluation of the proposed Merger, and to Goldman Sachs for its use and reliance in connection with its financial analyses and opinion (as described in the section entitled “The Merger—Opinion of Goldman Sachs & Co. LLC” beginning on page 37). In addition, the Financial Forecasts were provided to Parent as part of its diligence review of Emerald, as described in the section of this Information Statement entitled “—Background of the Merger,”

 

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The Financial Forecasts included in this Information Statement are subjective in many respects and were not prepared with a view to public disclosure. The Financial Forecasts are included in this Information Statement only because such information was made available to the Company Board, Goldman Sachs and Parent, as applicable, as described herein. The Financial Forecasts were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to herein as “GAAP,” the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the Financial Forecasts do not take into account any circumstances or events occurring after the date they were made available to the Company Board, including the Merger, and the Financial Forecasts do not give effect to the Merger, including any impact of the negotiations or execution of the Merger Agreement or the Merger, the expenses that have already been, and will be, incurred in connection with completing the Merger or any changes to our operations or strategy that may be implemented in connection with the pendency, or following the consummation, of the Merger, or the effect of any failure of the Merger to be completed. The Financial Forecasts are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this Information Statement are cautioned not to place undue reliance on this information. Although this summary of the Financial Forecasts is presented with numerical specificity, the Financial Forecasts reflect numerous variables, assumptions and estimates as to future events made by Emerald’s management that Emerald’s management believed were reasonable at the time the Financial Forecasts were prepared, taking into account the relevant information available to management at the time. However, such variables, assumptions and estimates are inherently uncertain, and many are beyond the control of Emerald’s management. Because the Financial Forecasts cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Financial Forecasts reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Emerald’s business, all of which are difficult to predict and many of which are beyond Emerald’s control. As a result, the Financial Forecasts may not be realized and actual results may be significantly higher or lower than projected. The Financial Forecasts are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

As such, the Financial Forecasts constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in Emerald’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Emerald’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and the other reports filed by Emerald with the SEC, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” elsewhere in this Information Statement. Neither PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the Financial Forecasts or prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Financial Forecasts and prospective financial information. The reports of PricewaterhouseCoopers LLP included in Emerald’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 relate solely to the historical financial information of Emerald and to an assessment, as of such date, of Emerald’s internal controls over financial reporting. Such reports do not extend to the Financial Forecasts and should not be read to do so.

The inclusion of this information should not be regarded as an indication that the Company Board, Emerald’s management, Goldman Sachs, Parent, Apollo, or Parent’s and Apollo’s representatives and affiliates or any other recipient of this information considered, or now consider, the Financial Forecasts to be predictive of actual future results. By including the Financial Forecasts in this Information Statement, none of the Company Board, Emerald’s management, Goldman Sachs or any other person has made or makes any representation to any person regarding our ultimate performance as compared to the information contained in the Financial Forecasts.

 

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Except to the extent required by applicable federal securities laws, Emerald does not intend, and expressly disclaims any responsibility, to update or otherwise revise the Financial Forecasts to reflect circumstances existing after the date as of which such Financial Forecasts were made available to the Company Board, Goldman Sachs, or Parent, as applicable, or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying such Financial Forecasts are shown to be in error.

The following table presents a summary of the Financial Forecasts.

 

($ in millions)		2026E				2027E				2028E				2029E				2030E
Revenue		$	494			$	527			$	560			$	596			$	635
Adjusted EBITDA (1)		$	143			$	162			$	180			$	201			$	225
Unlevered Free Cash Flow (2)		$	95			$	106			$	34			$	144			$	160

 

(1)

Adjusted EBITDA is a non-GAAP financial measure defined as net income adjusted to exclude interest expense, provision for income taxes, goodwill and intangible asset impairments, depreciation and amortization, stock-based compensation expense, the result of assets held for sale and certain other items that the Company believes are not reflective of the Company’s core operations.

 

(2)

Unlevered Free Cash Flow is a non-GAAP financial measure defined as Adjusted EBITDA, less stock-based compensation expense, less taxes, less capital expenditures, plus or minus change in net working capital, less acquisition consideration. Acquisition consideration consists of projected earn-out payments in 2026, 2027 and 2028 in connection with historical acquisitions, the aggregate gross value of which is approximately $118 million.

Certain of the measures included in the Financial Forecasts may be considered non-GAAP financial measures, including Adjusted EBITDA and Unlevered Free Cash Flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Emerald may not be comparable to similarly titled amounts used by other companies. Emerald has not prepared, and the Company Board has not considered, a reconciliation of these non-GAAP financial measures to applicable GAAP financial measures.

Financing

Investment funds managed by affiliates of Apollo have committed, pursuant to an equity commitment letter (the “Equity Commitment Letter”), to invest in Parent, at the Closing, an aggregate amount of $760,000,000 for the purposes of funding a portion of the transactions contemplated in the Merger Agreement and certain related fees and expenses of Parent, on the terms and subject to the conditions set forth in the Equity Commitment Letter (the “Equity Financing”). Such funds have also provided a limited guarantee (the “Limited Guarantee”) in favor of the Company, guaranteeing, severally and not jointly, subject to certain limitations set forth in the Limited Guarantee, the payment and performance of Parent’s obligation following the valid termination of the Merger Agreement to pay to the Company (a) (x) the Parent Termination Fee (as defined below), if and when due pursuant to the Merger Agreement, and any interest thereon and (y) certain reimbursement and indemnification obligations of Parent and Merger Sub under the Merger Agreement (the “Reimbursement Obligations”), or (b) (x) all amounts payable as damages as a result of fraud or Willful Breach by Parent or Merger Sub prior to the Closing (subject to the Liability Limitation set forth in the Merger Agreement) and (y) the Reimbursement Obligations. The maximum aggregate liability of such funds under the Limited Guarantee is $87,000,000.

Additionally, in connection with entering into the Merger Agreement, Parent entered into the debt commitment letter (the “Debt Commitment Letter,” and together with the Equity Commitment Letter, the “Commitment Letters”), with the Debt Commitment Parties, pursuant to which the Debt Commitment Parties have, among other things, committed to provide debt financing (the “Debt Financing,” and together with the Equity Financing, the

 

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“Financings”) in connection with the Merger consisting of (i) a first lien term facility in an aggregate principal amount equal to $765,000,000 (the “Initial Term Loan Facility”); (ii) a revolving facility in an aggregate principal amount equal to $175,000,000 (the “Revolving Facility”); (iii) a first lien delayed draw term facility in an aggregate principal amount equal to $200,000,000; and (iv) a first lien delayed draw term facility in an aggregate principal amount equal to $100,000,000, in each case, on the terms and subject to the conditions set forth in the Debt Commitment Letter. The Initial Term Loan Facility and a portion of the Revolving Facility will be available on the Closing Date to finance the Merger and fees and expenses related thereto, subject to customary conditions. The obligations of the Debt Commitment Parties to provide the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including the receipt of executed loan documentation, accuracy of certain representations and warranties and consummation of the Merger.

The receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financings) by Parent, Merger Sub or any of their respective affiliates or any other financing is not a condition to any of Parent’s or Merger Sub’s obligations under the Merger Agreement.

Parent will be required to pay the Company a termination fee equal to $84,000,000 if, among other reasons described herein, a Parent Breach Termination or Parent Financing Termination (each as defined below in this Information Statement) has occurred.

Interests of Our Directors and Executive Officers in the Merger

You should be aware that Emerald’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Stockholders generally. The Company Board was aware of these interests and considered them, among other matters, evaluating and negotiating the Merger Agreement and in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby. These interests are described below. Emerald’s executive officers are Hervé Sedky (President and Chief Executive Officer), David Doft (Chief Financial Officer), Issa Jouaneh (President, Connections), Danielle Puceta (Chief Digital Officer), and Sara Altschul (Executive Vice President, General Counsel and Corporate Secretary), and Emerald’s non-employee directors are Konstantin (Kosty) Gilis (Chairman), Michael Alicea, Lynda Clarizio, Todd Hyatt, Lisa Klinger, David Levin, Anthony Munk, and Emmanuelle Skala.

Treatment of Company Equity Awards and the Company ESPP in the Merger

Company Stock Options, Company PS Awards and Company RSUs

Except as set forth in the Merger Agreement, each Company Stock Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time, will automatically, as of the Effective Time, be fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Company Stock Option (if any), multiplied by (ii) the total number of shares subject to such Company Stock Option (without interest), subject to any applicable tax withholding. Any Company Stock Option with an exercise price per share of Common Stock that is equal to or greater than the Merger Consideration will be cancelled for no consideration. The estimated aggregate amount payable to our executive officers for their outstanding and unexercised in-the-money Company Stock Options that would be converted into the right to receive cash in connection with the Merger if the Merger had occurred on May 9, 2026 is $7,810,185, subject to applicable withholding taxes. Our non-employee directors do not hold any Company Stock Options.

Each Company RSU that is outstanding immediately prior to the Effective Time, will automatically, as of the Effective Time, become fully vested and be cancelled and converted into the right to receive in respect of each share of Common Stock subject to such Company RSU immediately prior to the Effective Time an amount in cash equal to the Merger Consideration (without interest), subject to any applicable tax withholding. The estimated aggregate amount payable to our executive officers for their outstanding Company RSUs that would vest and be converted into the right to receive cash in connection with the Merger if the Merger had occurred on

 

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May 9, 2026 is $3,076,771, subject to applicable withholding taxes. The estimated aggregate amount payable to our non-employee directors for their unvested Company RSUs that would have vested in connection with the Merger if the Merger had occurred on May 9, 2026 is $701,838.

Each Company PS Award that is outstanding immediately prior to the Effective Time and that will have satisfied its performance conditions taking into account the effect of the Merger and vested based on actual performance measured through the Effective Time (with performance determined based solely on actual results achieved as of the Effective Time), will automatically, as of the Effective Time, be cancelled and converted into the right to receive an amount equal to the Merger Consideration (without interest) in respect of each share of Common Stock that is considered earned under the applicable Company PS Award agreement, taking into account the effect of the Merger, subject to any applicable tax withholding. Each Company PS Award, or portion thereof, with a vesting condition in effect immediately prior to the Effective Time that is not met after taking into account the effect of the Merger, will be cancelled for no consideration. Based on the Merger Consideration, the performance-based vesting conditions of the Company PS Award held by one of our executive officers would not be met and, therefore, the PS award would be cancelled in connection with the Merger for no consideration if the Merger had occurred on May 9, 2026. No other executive officer or non-employee director holds any Company PS Awards.

The following table sets forth, for each of our directors and executive officers, the number of shares of Common Stock subject to, and the estimated value of, the Company Stock Options (whether vested or unvested) and the unvested Company RSUs held by such individual that will be cancelled and converted into the right to receive a cash payment in connection with the Merger, assuming the Merger had occurred on May 9, 2026 and based on the Merger Consideration. The amounts shown reflect the in-the-money portion of each individual’s Company Stock Options (Company Stock Options with an exercise price per share less than the Merger Consideration) and do not include any shares of Common Stock held outright or any Company PS Awards (which will be cancelled for no consideration). The estimated amounts set forth below are based on assumptions and information available as of the date of this Information Statement, and the actual amounts may differ. For an estimate of the additional payments and benefits that would become payable to each of our named executive officers in connection with the Merger, see the section entitled “Quantification of Potential Payments and Benefits to Emerald’s Named Executive Officers in Connection with the Merger” below.

 

Name		Number of Shares Subject to Vested Company Stock Options				Total Expected Value of Vested Company Stock Options ($)(1)				Number of Shares Subject to Unvested Company Stock Options				Total Expected Value of Unvested Company Stock Options ($)(1)				Number of Shares Subject to Unvested Company RSUs				Total Expected Value of Unvested Company RSUs ($)(2)				Total Expected Value of Unvested Company Stock Options and Company RSUs ($)(1)(2)
Executive Officers
Hervé Sedky			2,008,002				2,449,762				1,338,668				1,633,175				187,153				941,380				2,574,555
David Doft			1,366,270				1,666,849				910,846				1,111,232				139,028				699,311				1,810,543
Issa Jouaneh			255,000				277,650				570,000				545,100				171,875				864,531				1,409,631
Danielle Puceta			61,000				75,850				40,666				50,566				43,446				218,533				344,949
Sara Altschul											—				—				70,182				353,015				353,015
Directors
Michael Alicea											—				—				23,255				116,973				116,973
Lynda Clarizio											—				—				23,255				116,973				116,973
Todd Hyatt											—				—				23,255				116,973				116,973
Lisa Klinger											—				—				23,255				116,973				116,973
David Levin											—				—				23,255				116,973				116,973
Emmanuelle Skala											—				—				23,255				116,973				116,973

(1)	The expected value of the Company Stock Options shown in these columns is equal to the product of (i) the number of shares of Common Stock subject to such Company Stock Option and (ii) the excess, if any, of the

 

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amount of the Merger Consideration over the exercise price per share of Common Stock subject to such Company Stock Option. Company Stock Options with an exercise price per share equal to or greater than the Merger Consideration are excluded because they have no intrinsic value and will be cancelled for no consideration.

 

(2)	The expected value of the Company RSUs shown in these columns is the product obtained by multiplying the corresponding number of shares subject to such Company RSU by the Merger Consideration.

Emerald ESPP

Following the Agreement Date, (i) with respect to any Offering Period (as defined in the Company ESPP), in effect as of the Agreement Date, (A) no employee who was not a participant in the Company ESPP as of the Agreement Date may become a participant or participate in such Offering Period and (B) no participant may increase the percentage of his or her payroll deductions or contributions in effect under the Company ESPP on the Agreement Date for such Offering Period, (ii) no new Offering Period will commence under the Company ESPP on or after the Agreement Date, (iii) any such Offering Period under the Company ESPP that does not end prior to the Effective Time will terminate and the Purchase Period (as defined in the Company ESPP) will be accelerated to a date before the Closing Date, in which case any shares of Common Stock purchased under the Offering Period will be treated the same as all other shares of Common Stock in the Merger, and (iv) immediately prior to and subject to the occurrence of the Effective Time, the Company ESPP will terminate. None of the Company’s executive officers participate in the Company ESPP.

Emerald Agreements with Executive Officers

Each of our executive officers is party to an employment agreement or offer letter with Emerald. Under the terms of the employment agreements or offer letters, as applicable, the executive officers are eligible to receive severance benefits upon certain terminations of employment, as described below.

Mr. Sedky and the Company are party to an employment agreement dated as of November 10, 2020 (the “Sedky Employment Agreement”). The Sedky Employment Agreement provides that in the event of a termination of employment for any reason, Mr. Sedky will be entitled to (a) payment of any base salary earned but unpaid through the termination date, (b) any earned but unpaid annual bonus for calendar years completed prior to the termination date, (c) vested benefits (if any) in accordance with the terms of the applicable arrangements and (d) any unreimbursed expenses (collectively, the “Accrued Benefits”).

In addition, upon a termination of employment other than for cause, death, or disability, or upon a resignation for good reason (each as defined in the Sedky Employment Agreement), and subject to the execution and non-revocation of a general release of claims in favor of the Company, Mr. Sedky is entitled to receive the following severance benefits: (i) an amount equal to one times the sum of his annual base salary and the annual bonus actually paid to Mr. Sedky for the previous calendar year, paid in equal installments over 12 months, (ii) a cash amount equal to his pro-rata bonus for the year of termination, based on the actual performance of the Company for the full year, payable at the time when annual bonuses are paid generally, and (iii) subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and Mr. Sedky’s copayment of premiums associated with such coverage consistent with amounts paid by Mr. Sedky during the year of termination, monthly reimbursement of the excess costs of continued health benefits for himself and his covered dependents for the twelve month period following the date of termination.

Mr. Doft and the Company are party to an employment agreement dated as of January 16, 2020 (the “Doft Employment Agreement”). The Doft Employment Agreement provides that in the event of a termination of employment for any reason, Mr. Doft will be entitled to the Accrued Benefits. In addition, upon a termination of employment other than for cause, death, or disability, or upon a resignation for good reason (each as defined in the Doft Employment Agreement), and subject to the execution and non-revocation of a general release of claims

 

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in favor of the Company, Mr. Doft is entitled to receive the following severance benefits: (i) an amount equal to one times the sum of his annual base salary and the annual bonus actually paid to Mr. Doft for the previous calendar year, paid in equal installments over 12 months, (ii) a cash amount equal to his pro-rata bonus for the year of termination, based on the actual performance of the Company for the full year, payable at the time when annual bonuses are paid generally, and (iii) subject to the timely election of continuation coverage under COBRA and Mr. Doft’s copayment of premiums associated with such coverage consistent with amounts paid by Mr. Doft during the year of termination, monthly reimbursement of the excess costs of continued health benefits for himself and his covered dependents for the 12-month period following the date of termination.

Mr. Jouaneh and the Company are party to an employment agreement dated as of February 10, 2025 (the “Jouaneh Employment Agreement”). The Jouaneh Employment Agreement provides that in the event of a termination without cause (as defined in the Jouaneh Employment Agreement), Mr. Jouaneh is entitled to receive (a) payment equivalent to nine months of base salary and 50% of the prior year’s annual bonus amount, and (b) nine months of benefits equal to those he was receiving at the time of termination. Any severance amounts that exceed the minimum statutory entitlements at termination are subject to the execution and non-revocation of a general release of claims in favor of the Company.

Ms. Puceta and the Company are party to an offer letter dated as of October 31, 2022, and amended as of May 10, 2024 (as amended, the “Puceta Offer Letter”). The Puceta Offer Letter provides that in the event of a termination by the Company other than for cause, or due to death or disability (each as defined in the Puceta Offer Letter), and subject to execution and non-revocation of a general release of claims in favor of the Company, Ms. Puceta is entitled to receive (a) payment equivalent to nine months of base salary paid in equal installments over nine months, and (b) subject to the timely election of continuation coverage under COBRA, payment of COBRA continuation costs for nine months.

Ms. Altschul and the Company are party to an offer letter dated as of April 5, 2024 (the “Altschul Offer Letter”). The Altschul Offer Letter provides that in the event of a termination by the Company other than for cause or due to death or disability or a resignation by Ms. Altschul for good reason (each as defined in the Altschul Offer Letter), subject to execution and non-revocation of a general release of claims in favor of the Company, Ms. Altschul is entitled to receive (a) payment equivalent to nine months of base salary paid in equal installments over nine months, (b) any earned but unpaid annual bonus for calendar years completed prior to the date of termination, paid at the same time as bonuses are generally paid to other similarly situated employees, and (c) subject to the timely election of continuation coverage under COBRA, payment of COBRA continuation costs for nine months.

Pursuant to the terms of the Sedky Employment Agreement and the Doft Employment Agreement, in the event any amounts payable in connection with a change in control would constitute “parachute payments” under Section 280G of the Internal Revenue Code, such payments will be reduced to avoid excise taxes under Section 4999 of the Code, but only if the executive would retain a greater after-tax amount as a result. No executive officer is entitled to receive a tax gross-up or other indemnification or similar payment for any adverse tax consequences with respect to the Merger.

Under the terms of the Sedky Employment Agreement and the award agreements in respect of the Company Stock Options and Company RSUs granted to the Company’s other executive officers (collectively the “Equity Award Terms”), in the event of Mr. Sedky’s or other executive’s termination of employment by the Company other than for cause or by the executive for good reason (as “cause” and “good reason” are defined in the Sedky Employment Agreement, executive’s employment agreement, offer letter, or award agreement, as applicable), a pro-rata portion of the shares subject to the Company Stock Options or Company RSUs that would have vested in the next twelve months following the termination of employment would vest, based on the time between the most recent vesting date and the date of the termination of employment. In addition, the terms of the Equity Award Terms provide for full acceleration of vesting of any unvested awards in the event of a change in control of the Company (as defined in the Company’s 2017 Omnibus Equity Plan). In the case of the outstanding

 

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performance-based awards, under the terms of the award, vesting at the time of a change in control depends on whether the performance goals were met in connection with the change in control transaction.

For an estimate of the amounts that would be payable to each of Emerald’s named executive officers pursuant to the employment agreements and offer letters in the event of a qualifying termination of employment, see the section entitled “Quantification of Potential Payments and Benefits to Emerald’s Named Executive Officers in Connection with the Merger” below.

Other Interests

As of the date of this Information Statement, none of Emerald’s directors or executive officers has entered into any agreement with Parent regarding employment or service with, or compensation following the Merger to be paid by, Parent. Although no discussions took place prior to the announcement of the Merger, in May 2026 following execution of the Merger Agreement, Parent commenced discussions, and expects to continue discussions, with our chief executive officer concerning his employment with the Company following the consummation of the Merger. Prior to or following the Closing certain other of our executive officers may have discussions, or may enter into agreements with, Parent or Merger Sub or their respective affiliates regarding employment with the Surviving Corporation or one or more of its affiliates. Under the terms of the Merger Agreement, the Company may allocate transaction bonuses to employees, selected in the sole discretion of the Majority Company Stockholders, in an aggregate amount of up to $6,500,000. The allocations from the retention bonus pool may include awards to executive officers, and the payment of the transaction bonus will be conditioned on the recipient remaining an employee of the Company until at least the Closing Date. As of the date of this Information Statement, none of the executive officers has entered into an agreement in respect of a transaction bonus awarded by the Majority Company Stockholders.

Each of Emerald’s non-employee directors and executive officers that otherwise holds shares of Common Stock that are not subject to outstanding Company Equity Awards, including in respect of any shares that were previously subject to transfer restrictions under the terms of an applicable award agreement, will be eligible to participate in the Merger and receive the Merger Consideration with respect to such shares in the same manner as other Stockholders. The estimated aggregate amount payable to our directors and executive officers for the shares of Common Stock they hold that are not subject to Company Equity Awards in connection with the Merger if the Merger had occurred on May 9, 2026 is $5,690,476 as follows:

 

Name		Number of Shares of Common Stock				Total Expected Value of Common Stock  ($)
Executive Officers
Hervé Sedky			250,274			$	1,258,878
David Doft			15,356			$	77,241
Issa Jouaneh			10,000			$	50,300
Sara Altschul			—				—
Danielle Puceta			—				—
Directors
Michael Alicea			121,854			$	612,926
Lynda Clarizio			114,453			$	575,699
Todd Hyatt			114,104			$	573,943
Lisa Klinger			106,914			$	537,777
David Levin			290,998			$	1,463,721
Emmanuelle Skala			107,354			$	539,991

Indemnification; Directors’ and Officers’ Insurance

Pursuant to the terms of the Merger Agreement, directors and officers of Emerald 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 Information Statement entitled “The Merger Agreement—Indemnification and Insurance.”

 

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Quantification of Potential Payments and Benefits to Emerald’s Named Executive Officers in Connection with the Merger

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of Emerald’s named executive officers that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the Merger-related compensation payable to Emerald’s named executive officers.

The table below sets forth, for purposes of this golden parachute compensation disclosure, the potential amount of payments and benefits (on a pretax basis) that each of Emerald’s named executive officers would receive, assuming (i) the Closing had occurred on June 1, 2026 rather than the Closing Date, (ii) each of the named executive officers experienced a termination on such date, which termination is being assumed solely for purposes of complying with Item 402(t) of Regulation S-K, (iii) the named executive officers’ respective base salaries and target annual bonuses remain unchanged from those that were in effect as of the date of this filing, (iv) Company Stock Options, Company RSUs, and Company PS Awards held by the named executive officers that are outstanding as of the date hereof do not otherwise vest prior to the completion of the Merger, except with respect to regularly scheduled vesting dates occurring prior to June 1, 2026, (v) for purposes of determining the value of Company Stock Options, Company RSUs, Company PS Awards, the value of a share of Common Stock is equal to $5.03 (the Merger Consideration), (vi) no named executive officer receives any additional equity grants prior to completion of the Merger, (vii) none of the named executive officers has executed an agreement making them eligible to a bonus allocated as part of the transaction bonus pool, (viii) none of the named executive officers has received an allocation under Parent’s retention bonus pool, and (ix) each named executive officer has properly executed any required releases and complied with all requirements necessary in order to receive the payments and benefits described below. Some of the assumptions used in the table below are based upon estimates of information not currently available and, as a result, the actual amounts to be received by any of the individuals below may materially differ from the amounts set forth below. In addition, the calculations in the table below do not reflect any possible reductions under the Section 280G “net-better” cutback provisions included in the Sedky Employment Agreement or the Doft Employment Agreement, as described above in the section entitled “The Merger—Treatment of Company Equity Awards and the Company ESPP in the Merger—Emerald Agreements with Executive Officers.”

The payments described in the table below would be made pursuant to the arrangements described above in the section entitled “Interests of Our Directors and Executive Officers in the Merger.”

 

Named Executive Officer		Cash (1)				Equity (2)				Perquisites /Benefits (3)				Total
Hervé Sedky (President and Chief Executive Officer)		$	1,754,590			$	2,574,555			$	20,198			$	4,369,540
David Doft (Chief Financial Officer)			1,300,556				1,810,543				16,954				3,145,007
Issa Jouaneh (President, Connections)			660,595				1,409,631				3,368				2,076,962

 

(1)

Amounts shown reflect the cash severance payments provided under each named executive officer’s employment agreements as described above in the section entitled “—Emerald Agreements with Executive Officers.” As of the date of this Information Statement, there is no expectation that any of the executive officers’ employment will be terminated in connection with the Merger. Nevertheless, the severance information is being provided pursuant to the rules of Item 402(t) of Regulation S-K. Such severance amounts consist of, in the case of Messrs. Sedky and Doft, (i) one times the sum of annual base salary and annual bonus actually paid for the previous calendar year, paid in equal installments over 12 months and (ii) pro-rata bonus for the year of termination, based on actual performance of the Company for the full year, paid at the same time as bonuses are generally paid to other similarly situated employees, in each case,

 

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subject to the execution and non-revocation of a general release. For purposes of this table, we have assumed that performance with respect to the pro-rata bonus is equal to target performance. The severance amounts consist of, in the case of Mr. Jouaneh, payment equivalent to nine months of base salary and 50% of the prior year’s annual bonus amount, payable only upon a qualifying termination without cause, subject to execution and non-revocation of a general release of claims. For each of the executives, these amounts are payable only upon a qualifying termination of employment.

 

Named Executive Officer		Company Options				Company RSUs				Merger Consideration				Total (3)
Hervé Sedky			1,338,668				187,153			$	5.03			$	2,574,555
David Doft			910,847				139,028			$	5.03			$	1,810,544
Issa Jouaneh			570,000				171,875			$	5.03			$	1,409,631

 

(2)

Amounts shown represent the number of outstanding Company RSUs and in-the-money Company Stock Options held by Messrs. Sedky, Doft, and Jouaneh as of June 1, 2026. Amounts shown are single trigger, payable solely upon a change in control of the Company, without any requirement that the named executive officer’s employment be terminated. Company Stock Options with exercise prices equal to or above $5.03 are not included as they have no intrinsic value and will be forfeited at Closing for no consideration. Mr. Doft’s Company PS Awards, which vests in defined portions upon satisfaction of share price hurdles of $18.00 to $24.00, is not reflected in the table because the Merger Consideration does not satisfy the applicable share price hurdles, and such awards will be forfeited at Closing for no consideration.

 

(3)

Amounts shown reflect, in the case of Messrs. Sedky and Doft, subject to the timely election of continuation coverage under COBRA and the named executive officer’s copayment of premiums associated with such coverage consistent with amounts paid by the executive during the year of termination, monthly reimbursement of the excess costs of continued health benefits for himself and his covered dependents for the twelve month period following the date of termination. Such amounts consist of, in the case of Mr. Jouaneh, nine months of benefits equal to those he was receiving at the time of termination. These amounts are payable only upon a qualifying termination of employment.

Delisting and Deregistration of Common Stock

If the Merger is completed, the Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of Common Stock.

Transaction Litigation

As of the filing of this Information Statement, the Company is not aware of any complaints filed or litigation pending related to the Merger.

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

The following is a summary of certain material U.S. federal income tax consequences of the Merger to “U.S. holders” and “non-U.S. holders” (each as defined below) whose shares of Common Stock are converted into the right to receive cash in the Merger. This summary does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our Stockholders. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury regulations promulgated thereunder, judicial opinions, and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), each as in effect as of the date hereof. These laws and authorities are subject to change, possibly on a retroactive basis, and any such change could affect the accuracy of the statements and conclusions set forth in this summary. We have not sought, and do not intend to seek, any ruling from the IRS or opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS.

 

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The summary applies only to beneficial owners who hold shares of Common Stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment purposes), and is not intended for holders of Common Stock subject to special treatment under U.S. federal income tax law, including, without limitation, the following:

 

•

S corporations, partnerships and other pass-through entities for U.S. federal income tax purposes (and partners or investors therein);

 

•

banks and other financial institutions;

 

•

tax-exempt organizations and pension funds;

 

•

individual retirement or other tax-deferred accounts;

 

•

insurance companies;

 

•

mutual funds;

 

•

brokers, dealers or traders in securities;

 

•

real estate investment trusts and regulated investment companies;

 

•

persons who acquired their shares of Common Stock through the exercise of options or similar derivative securities or otherwise as compensation or in connection with the performance of services;

 

•

persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

 

•

persons who hold their shares of Common Stock as part of a hedge, appreciated financial position, straddle or conversion transaction;

 

•

persons who have entered into a constructive sale of their Common Stock under the Code;

 

•

a controlled foreign corporation;

 

•

a passive foreign investment company;

 

•

corporations that accumulate earnings to avoid U.S. federal income tax;

 

•

persons who actually or constructively own any direct or indirect interest in Parent;

 

•

persons who properly exercise appraisal rights with respect to their Common Stock under the DGCL;

 

•

persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement; or

 

•

a U.S. expatriate.

This summary does not address any aspect of state, local or non-U.S. tax laws, any estate or gift tax considerations, the application of the alternative minimum tax or any other U.S. federal taxes (including, for example, the additional 3.8% tax on certain net investment income that may be imposed under the Code) or any other form of taxation that may be applicable to a Stockholder. Furthermore, it does not address the tax consequences of transactions effectuated before, after, or at the same time as the Merger, whether or not they are in connection with the Merger.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Common Stock, the tax treatment of a partner of such partnership generally will depend on the status of the partner and the activities of the partner and the partnership. Partnerships holding Common Stock and partners therein should consult their own tax advisors regarding the U.S. federal income tax consequences of the Merger to them.

 

52

U.S. Holders

For purposes of this summary, a “U.S. holder” is any beneficial owner of shares of 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 created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

•

a trust that (i) is subject to the primary supervision of a court within the United States and one or more U.S. persons as defined in Section 7701(a)(30) of the Code are authorized to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

 

•

an estate that is subject to U.S. federal income tax on its income regardless of its source.

The exchange of shares of Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of Common Stock are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes, as described under “—Backup Withholding and Information Reporting”) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis in its shares will generally equal the price the U.S. holder paid for such shares, subject to adjustment as a result of any nondividend distributions received with respect to such shares. Gain or loss will be determined separately for each block of shares of Common Stock (i.e., shares of Common Stock acquired at the same cost in a single transaction). Such capital gain or loss will generally be long-term capital gain or loss, provided that the U.S. holder’s holding period for such shares of Common Stock is more than one year at the Effective Time. Long-term capital gains of non-corporate U.S. holders (including individuals) are generally subject to preferential tax rates under current law. There are limitations on the deductibility of capital losses.

Non-U.S. Holders

A “non-U.S. holder” is any beneficial owner of shares of Common Stock that is neither a U.S. holder nor a partnership (or any other entity or arrangement that is treated as a partnership for U.S. federal income tax purposes). A non-U.S. holder whose shares of Common Stock are exchanged for cash in the Merger generally is not expected to be subject to U.S. federal income tax on any gain realized on such exchange unless:

 

•

the gain, if any, on such shares is effectively connected with the non-U.S. holder’s trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States);

 

•

the 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 conditions are met; or

 

•

the non-U.S. holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of our Common Stock at any time during the five-year period preceding the Merger and the Company is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code for U.S. federal income tax purposes (a “USRPHC”) at any time during the shorter of the five-year period preceding the Merger or the period that the non-U.S. holder held Common Stock. We believe that we are not, and will not have 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, or were, a USRPHC.

A non-U.S. holder described in the first bullet point immediately above will generally be subject to regular U.S. federal income tax on any gain realized as if the non-U.S. holder were a U.S. holder, subject to an applicable

 

53

income tax treaty providing otherwise. If such non-U.S. holder is a corporation, it may also be subject to a branch profits tax equal to 30% (or a lower treaty rate) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. A non-U.S. holder described in the second bullet point immediately above will be subject to U.S. federal income tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty between the United States and such non-U.S. holder’s country of residence) on any gain realized, which may be offset by U.S.-source capital losses, if any, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Backup Withholding and Information Reporting

Cash consideration received by a U.S. holder or non-U.S. holder in the Merger may be subject to information reporting and backup withholding (currently, at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should timely complete and return to the applicable paying agent an IRS Form W-9, certifying under penalties of perjury that such U.S. holder is a U.S. person, that the taxpayer identification number provided is correct and that such U.S. holder is not subject to backup withholding. A non-U.S. holder generally may establish an exemption from backup withholding by certifying its status as a non-U.S. person under penalties of perjury on an IRS Form W-8BEN or other applicable IRS Form W-8. Backup withholding is not an additional tax. Amounts so withheld can be credited against such Stockholder’s federal income tax liability and may entitle such Stockholder to a refund, provided that the required information is timely furnished to the IRS.

U.S. holders and non-U.S. holders should consult their tax advisors regarding the application of U.S. federal income tax laws and non-U.S. tax laws, including information reporting and backup withholding, to their particular situations.

Additional Withholding Requirements under the Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code, and the U.S. Treasury Regulations and administrative guidance issued thereunder (collectively “FATCA”), generally impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as 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 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 U.S. and an applicable foreign country may modify these requirements.

The U.S. Treasury Department has 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 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.

Stockholders should consult with their tax advisors regarding the possible implications of FATCA on the disposition of Common Stock pursuant to the Merger.

 

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The U.S. federal income tax consequences described above are for general informational purposes only and are not intended to constitute a complete description of all U.S. federal or other tax consequences relating to the Merger. Because individual circumstances may differ, each Stockholder should consult its own tax advisors regarding the applicability of the rules discussed above to the Stockholder, the particular tax effects to the Stockholder of the Merger in light of such Stockholder’s particular circumstances and the application of state, local and non-U.S. tax laws, if applicable.

Regulatory Approvals

The Company, Parent, and Merger Sub agreed to use their reasonable best efforts to consummate and make effective the transactions contemplated by the Merger Agreement as soon as practicable, including to obtain from any Governmental Entities and third parties any required clearances, waivers, consents, approvals, and permits, make all required filings and submissions under the HSR Act, Moroccan Competition Law, and any other applicable law, and execute and deliver any additional instruments necessary to complete the Merger. In no event will the Company or any of its subsidiaries be required to pay any fee, penalty, or other consideration to any third party prior to the Effective Time in order to obtain any consent or approval required for consummation of the Merger under any contract.

The Company and Parent have each agreed to take or cause to be taken the following actions:

 

•

make their required filings under the HSR Act as promptly as practicable, and in any event within 10 business days from the Agreement Date (i.e., no later than May 22, 2026), and request early termination of the waiting period under the HSR Act, which filings were made on May 20, 2026;

 

•

make the required filing with the Conseil de la Concurrence pursuant to Moroccan Competition Law as promptly as practicable, and in any event within 10 business days from the Agreement Date (i.e., no later than May 22, 2026), which filing was made on May 20, 2026;

 

•

supply, as promptly as reasonably practicable, a response to any request for additional information or materials by the Antitrust Division, the FTC, the Conseil de la Concurrence, or any other Governmental Entity under any Regulatory Law, and use reasonable best efforts to cause the expiration or termination of all applicable waiting periods as promptly as possible after the Agreement Date; and

 

•

use reasonable best efforts to take any and all actions necessary to resolve any objections that may be asserted by any Governmental Entity with respect to the Merger under any Regulatory Law, including by proposing, negotiating, committing to, and effecting (by consent decree, hold separate order, or otherwise) the divestiture of assets of Questex, the Company, or their respective subsidiaries, and otherwise take or commit to take any actions that following the Closing would limit Parent’s, Questex’s, or the Surviving Corporation’s freedom of action with respect to, or ability to retain, assets, as may be required to obtain required regulatory clearances or to avoid the entry of any order that would otherwise prevent or materially delay the Closing.

Under the HSR Act and related rules, the Merger may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied by the applicable agencies. On May 20, 2026, both the Company and Parent filed their respective notification and report forms under the HSR Act, which triggered the start of the HSR Act waiting period.

In addition, the Merger is subject to merger control review by the Conseil de la Concurrence pursuant to Moroccan Competition Law. Completion of the Merger is conditional upon actual or deemed clearance from the Conseil de la Concurrence under Moroccan Competition Law. The notification was filed with the Moroccan Conseil de la Concurrence on May 20, 2026, and the Conseil de la Concurrence’s review of the Merger is ongoing.

Parent will determine the overall strategy for obtaining antitrust and other regulatory clearances in connection with the Merger, and has agreed to consult with and keep the Company reasonably informed of all material

 

55

developments regarding that strategy and to consider in good faith the Company’s views with respect to it. No party may agree to extend any waiting period under any applicable Regulatory Law, or commit to delay the consummation of the Merger, without the prior written consent of all other parties (not to be unreasonably withheld, conditioned, or delayed).

Parent is responsible for all filing fees under the HSR Act and other applicable Regulatory Laws and all associated costs (including, in the event of a Request for Additional Information pursuant to 15 U.S.C. § 18a(e) being issued to the Company in connection with the transactions contemplated by the Merger Agreement, all out-of-pocket fees and expenses, including attorneys’ and consultants’ fees and expenses associated with responding to the request).

Parent agreed that, from the Agreement Date until the Closing, it will not acquire any business or entity that operates a business in the same line of business as the Company or any of its subsidiaries, or that would reasonably be expected to materially delay or materially increase the risk of not obtaining any required regulatory clearance or approval, materially increase the risk of any Governmental Entity entering an order prohibiting the Merger, or otherwise materially delay or prevent Parent’s ability to consummate the Merger. This restriction does not apply with respect to the Questex Transaction, and Parent has agreed not to consummate the Questex Transaction prior to the Closing.

At any time before or after the Effective Time of the Merger, the Antitrust Division, the FTC, the Conseil de la Concurrence, or the governmental authorities of any other applicable jurisdiction in which a filing is required under applicable foreign antitrust laws, could take action under the antitrust laws, including seeking to prevent the Merger, to rescind the Merger or to conditionally approve the Merger upon the divestiture of assets of the Company or Parent or subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

 

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THE MERGER AGREEMENT

This section describes the material terms of the Merger Agreement. The descriptions of the Merger Agreement in this section and elsewhere in this Information Statement are not complete and are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this Information Statement. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the legal document governing the Merger. This section is not intended to provide you with any factual information about the Company, Parent or Merger Sub. Such information can be found elsewhere in this Information Statement and, with respect to the Company, in the public filings the Company makes with the SEC, as described under the heading “Where You Can Find More Information” beginning on page 95.

Explanatory Note Regarding the Merger Agreement

The following summary describes the material provisions of the Merger Agreement. The rights and obligations of the parties under the Merger Agreement are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this Information Statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates, (ii) were made solely for the benefit of the parties to the Merger Agreement, and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by Parent, Merger Sub and the Company in connection with negotiating the terms of the Merger Agreement. The representations and warranties 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 the Company 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 the Company, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the Agreement Date. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of the Company, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the Company Disclosure Schedules 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 any other factual information regarding the Company, 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 the Company and our business.

The Merger

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

Upon the terms and subject to the conditions of the Merger Agreement, as of and at the Effective Time, Merger Sub will merge with and into the Company in accordance with the DGCL. The Company will be the Surviving Corporation of the Merger, will become a wholly owned direct subsidiary of Parent and will continue to exist following the Merger. As a result of the Merger, the Company will cease to be a publicly traded company, and the separate corporate existence of Merger Sub shall cease. In addition, our Common Stock will subsequently be delisted from the NYSE and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

At the Effective Time, the certificate of incorporation of the Surviving Corporation will be amended and restated in its entirety to be in the form of the certificate of incorporation of Merger Sub (except with respect to the name of the Surviving Corporation, which from and after the Effective Time will be the name of the Company, and all

 

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provisions relating to the incorporator or original directors of Merger Sub will be excluded). The bylaws of the Surviving Corporation will be amended and restated in their entirety to be in the form of the bylaws of Merger Sub (except with respect to the name of the Surviving Corporation, which from and after the Effective Time will be the name of the Company). The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation (unless otherwise determined by Parent). The officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation.

Closing and Effective Time

The Closing will take place on the third (3rd) business day following the satisfaction or waiver (if permissible under applicable law) of all of the conditions to Closing (described below under “Conditions to Completion of the Merger”) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other date, time or place as agreed to in writing by Parent and the Company; provided that, notwithstanding the foregoing, if the Marketing Period (as such term is defined in the Merger Agreement) has not ended at the time of the satisfaction or waiver of the last of such conditions, then the Closing will be delayed and occur instead on the date following the satisfaction or waiver of the last of such conditions that is the earlier to occur of (i) any business day before or during the Marketing Period as may be specified by Parent on no less than three (3) business days’ prior written notice to the Company and (ii) three (3) business days following the final day of the Marketing Period. The date on which the Closing actually occurs is referred to herein as the “Closing Date.” Subject to the terms and condition of the Merger Agreement, at the Closing, the Company and Parent will cause a certificate of merger to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at such later date and time as the parties agree in writing and specify in the certificate of merger in accordance with the DGCL (such date and time, the “Effective Time”).

Treatment of Common Stock

On the terms and subject to the conditions set forth in the Merger Agreement, upon the Effective Time, each share of Common Stock that is issued and outstanding immediately prior to the Effective Time, other than shares of Common Stock that are held by the Company as treasury stock or owned by Parent or Merger Sub or any wholly owned subsidiary of the Company or Parent (other than Merger Sub), or any shares of Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law (and not validly withdrawn), will be cancelled and converted into the right to receive $5.03 per share of Common Stock in cash (the “Merger Consideration”), without interest. Shares of Common Stock that are held by the Company as treasury stock or owned by Parent or Merger Sub or any wholly owned subsidiary of the Company and Parent (other than Merger Sub) will be cancelled and cease to exist, and no consideration will be delivered or exchanged therefor. Shares of Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law (and not validly withdrawn) will be cancelled and cease to exist, and holders thereof will not receive consideration and will be entitled only to such rights as are granted under Section 262 of the DGCL.

Treatment of Company Equity Awards and the Company ESPP

As a result of the Merger, the treatment of the Company’s Equity Awards that are outstanding immediately prior to the Effective Time will be as follows:

Company Stock Options

Except as set forth in the Merger Agreement, each Company Stock Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time, will automatically, as of the Effective Time, be fully vested and cancelled and converted into the right to receive an amount in cash equal to the product

 

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of (i) the excess of the Merger Consideration, if any, over the exercise price per share of Common Stock subject to such Company Stock Option (if any), multiplied by (ii) the total number of shares subject to such Company Stock Option (without interest), subject to any applicable tax withholding. Except as set forth in the Merger Agreement, any Company Stock Option with an exercise price per share of Common Stock that is equal to or greater than the Merger Consideration will be cancelled for no consideration.

Company RSUs

Each Company RSU that is outstanding immediately prior to the Effective Time, will automatically, as of the Effective Time, become fully vested and be cancelled and converted into the right to receive in respect of each share of Common Stock subject to such Company RSU immediately prior to the Effective Time an amount in cash equal to the Merger Consideration (without interest), subject to any applicable tax withholding.

Company PS Awards

Each Company PS Award that is outstanding immediately prior to the Effective Time and that will have satisfied its performance-based vesting conditions taking into account the effect of the Merger and vested based on actual performance measured through the Effective Time (with performance determined based solely on actual results achieved as of the Effective Time), will automatically, as of the Effective Time, become vested and be cancelled and converted into the right to receive an amount equal to the Merger Consideration (without interest) in respect of each share of Common Stock that is considered earned under the applicable Company PS Award agreement, subject to any applicable tax withholding. Each Company PS Award, or portion thereof, with a performance-based vesting condition in effect immediately prior to the Effective Time that is not met after taking into account the effect of the Merger, will be cancelled for no consideration.

Termination of the Company ESPP

Following the Agreement Date, (i) with respect to any Offering Period (as defined in the Company ESPP), in effect as of the Agreement Date, (A) no employee who was not a participant in the Company ESPP as of the Agreement Date may become a participant or participate in such Offering Period and (B) no participant may increase the percentage of his or her payroll deductions or contributions in effect under the Company ESPP on the Agreement Date for such Offering Period; (ii) no new Offering Period will commence under the Company ESPP on or after the Agreement Date; (iii) any such Offering Period under the Company ESPP that does not end prior to the Effective Time will terminate and the Purchase Period (as defined in the Company ESPP) will be accelerated to a date before the Closing Date, in which case any shares of Common Stock purchased under the Offering Period will be treated the same as all other shares of Common Stock in the Merger; and (iv) immediately prior to and subject to the occurrence of the Effective Time, the Company ESPP will terminate.

Employee Benefits

For a period of not less than one year following the Closing Date (or, if earlier, the date of a Continuing Employee’s (as defined below) termination of employment), Parent will, or will cause the Surviving Corporation or any of its subsidiaries to, for each employee of the Company and its subsidiaries who continues in the employ of Parent, the Surviving Corporation, or their subsidiaries following the Effective Time (each a “Continuing Employee”):

 

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provide a base salary or regular hourly rate (whichever is applicable) that is no lower than that in effect for such Continuing Employee as of immediately prior to the Effective Time; a short-term cash target incentive compensation opportunity that is no less favorable than the short-term cash target incentive compensation opportunity in effect for, or available to, such Continuing Employee as of immediately prior to the Effective Time; and other employee benefits (excluding any long-term incentive opportunities, equity-based compensation, retention, transaction-based compensation, defined benefit pension, nonqualified deferred compensation, or post-employment or retiree welfare benefits) that are

 

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no less favorable in the aggregate than the other compensation and employee benefits, respectively, provided or available to such Continuing Employee as of immediately prior to the Effective Time, save that with respect to any Continuing Employees located outside the United States (“Non-US Continuing Employees”), in each case Parent or its relevant affiliate may make changes to the compensation, benefit plans or benefits of such Non-US Continuing Employees to the extent permitted under applicable law or contract;

 

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without limiting the generality of the foregoing, the Surviving Corporation will provide each Continuing Employee whose employment is terminated by Parent, the Surviving Corporation or one of their subsidiaries without cause, with severance in amounts and on terms and conditions, in each case, that are no less favorable than the severance benefits and protections provided to each such Continuing Employee as set forth in the Company Disclosure Schedules, which generally includes (x) for Continuing Employees based in the U.S., two weeks of base salary or wages for one completed year of service with the Company Group plus one additional week of base salary or wages for every additional full year of service with the Company Group that is completed, up to a maximum of 12 weeks, and fully subsidized COBRA benefits, subject to a timely election of COBRA for up to three months; (y) for Continuing Employees at the level of Vice President or above with five or more years of service, up to six months of base salary based on tenure and other relevant circumstances determined on a case-by-case basis; and (z) for Non-US Continuing Employees, statutory benefits provided in the applicable jurisdiction or as set out in their individual agreement with the Company;

 

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cause any employee benefit plans of Parent and its subsidiaries in which the Continuing Employees are eligible to participate after the Closing Date to take into account for purposes of eligibility and vesting (but not for purposes of benefit accruals under any defined benefit pension plan, post- retirement welfare benefit plan or similar arrangement or to the extent it would result in a duplication of benefits), service prior to the Effective Time by such employees to the Company and its subsidiaries (and any predecessors) as if such service was with Parent or its subsidiaries; and

 

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with respect to any employee benefit plans maintained by Parent and its subsidiaries providing medical, dental, pharmaceutical or vision benefits for the benefit of the Continuing Employees following the Closing Date, Parent will, and will cause the Surviving Corporation and its subsidiaries to, use commercially reasonable efforts to, (i) waive any eligibility requirements or pre-existing condition limitations or waiting period requirements with respect to any such plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee to the same extent waived under the analogous Company Benefit Plan (as defined in the Merger Agreement) prior to the Closing Date, and (ii) with respect to medical benefits only, give effect, in determining any deductible, co-insurance and maximum out-of-pocket limitations, to any eligible expenses paid by such employees during the calendar year in which the Effective Time occurs under analogous Company Benefit Plans.

The Merger Agreement does not (i) confer upon any Continuing Employee or other service provider any right to continue in the employ or service of Parent, the Surviving Corporation or any affiliate of Parent, or will interfere with or restrict in any way the rights of Parent, the Surviving Corporation or any of their respective affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of any Continuing Employee at any time for any reason whatsoever, with or without cause, (ii) establish, amend, or modify any Company Benefit Plan or any other employee benefit plan, program, agreement or arrangement maintained or sponsored by Parent, the Surviving Corporation or their affiliates, (iii) alter or limit the ability of Parent, the Surviving Corporation or any of their respective subsidiaries or affiliates to amend, modify or terminate any Company Benefit Plan in accordance with its terms and applicable law after the Closing Date or (iv) prevent or restrict Parent, the Surviving Corporation or any of their respective subsidiaries or affiliates from terminating the employment of any Continuing Employee or changing the title, office, work assignment, work location or reporting relationship of any Continuing Employee, in each case, except as such actions are restricted or prohibited under applicable Law in jurisdictions outside of the United States. With respect to employee benefits, the Merger Agreement does not create third party beneficiary rights in any Continuing Employees or current or former service providers of the Company or its affiliates (or any beneficiaries or dependents thereof).

 

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Payment of Merger Consideration and Surrender of Stock Certificates

Prior to the Effective Time, Parent will designate the Paying Agent for the payment of the Merger Consideration, and in connection therewith, enter into an agreement reasonably acceptable to the Company relating to the Paying Agent’s responsibilities. Prior to the Effective Time, Parent will deposit with the Paying Agent, in trust for the benefit of the Stockholders entitled thereto, the Exchange Fund.

Each holder of Book-Entry Shares whose shares were converted pursuant to the provisions of the Merger Agreement into the right to receive the Merger Consideration will be entitled to receive, the Merger Consideration in respect of such holder’s shares, and other than the holders of Excluded Shares, each holder will automatically receive payment for such holder’s shares of Common Stock without further action or instructions, unless further instructions from the Paying Agent are required (or the Paying Agent requires other evidence of transfer, if any). Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the holder in whose name such Book-Entry Shares are registered.

If a transfer of ownership of shares is not registered in the stock transfer books of the Company, or if the Merger Consideration is to be paid in a name other than that in which the Book-Entry Shares are registered, the Merger Consideration may be paid to a person other than the person in whose name the Book-Entry Share so transferred is registered only if proper evidence of such transfer is presented and the person requesting such payment has paid to the Company (or any agent designated by the Company) any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder, or established to the satisfaction of the Company that such taxes have been paid or are otherwise not payable.

Each of Parent, the Surviving Corporation and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement such taxes as it is required to deduct and withhold.

Any portion of the Exchange Fund that remains unclaimed six (6) months after the Effective Time will be delivered to the Surviving Corporation. Any holder of shares of Common Stock (other than Excluded Shares) who has not theretofore complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving Corporation and Parent, which will remain responsible for payment of the Merger Consideration for such shares as provided in the Merger Agreement, without any interest thereon. None of the Surviving Corporation, Parent, Merger Sub, the paying agent or any other person will be liable to any holder of shares of Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Appraisal Rights

Stockholders and beneficial owners of Common Stock (other than the Majority Stockholders) are entitled to demand an appraisal of their shares under the DGCL in connection with the Merger. This means that such owners are entitled to have the fair value of such owner’s shares of Common Stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the Merger Consideration if such owners follow exactly the procedures specified under the DGCL to exercise such appraisal rights. The amount determined to be the “fair value” of such shares in an appraisal proceeding may be less than, equal to or more than the amount you would have received for such shares under the Merger Agreement.

Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held or beneficially owned by holders who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and who are entitled to and have properly exercised, and have not lost or properly withdrawn their demand for, appraisal rights with respect thereto in accordance with, and who have complied in all respects with, Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration. Holders or beneficial owners of Dissenting Shares will be entitled to receive

 

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payment of the “fair value” of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL unless and until any such holder or beneficial owner fails to perfect or effectively withdraws or loses its rights to appraisal under the DGCL. If, after the Effective Time, any such holder or beneficial owner fails to perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be treated as if they had been converted into and had become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. Prior to the Closing, the Company will give Parent (i) prompt written notice of any demands received by the Company for appraisals of shares, any withdrawals of demands, or any other notices or demands made pursuant to Section 262 or otherwise in respect of an appraisal of shares and (ii) the right to control all negotiations and proceedings with respect to such notices and demands; provided, that prior to the Effective Time, Parent will consult with the Company and consider in good faith the Company’s advice with respect to such negotiations and proceedings, the Company will have the right to participate in any such negotiations and proceedings, and Parent will not settle any such proceeding without the Company’s consent (not to be unreasonably withheld, conditioned or delayed). The Company will not, except with the prior written consent of Parent, make any payment, or offer or agree to make any payment, with respect to any demands for appraisal or offer to settle or settle any such demands in respect of Dissenting Shares.

THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH TECHNICAL PREREQUISITES. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL IN CONNECTION WITH COMPLIANCE UNDER SECTION 262 OF THE DGCL.

Representations and Warranties

The Merger Agreement contains representations and warranties of the Company, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement are qualified as to “materiality” or “Company Material Adverse Effect” or words of similar import. For purposes of the Merger Agreement, “Company Material Adverse Effect” means any fact, circumstance, change, event, occurrence or effect that (x) would reasonably be expected to prevent or materially delay the ability of the Company to consummate the transactions contemplated by the Merger Agreement or (y) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, business or results of operations of the Company and its subsidiaries, taken as a whole; provided, that, solely in the case of the foregoing clause (y), none of the following, and no effect arising out of, relating to or resulting from the following, will constitute or be taken into account in determining whether there has been, or would reasonably be expected to be, a “Company Material Adverse Effect”:

 

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any fact, circumstance, change, event, occurrence or effect generally affecting the industries in which the Company and its subsidiaries operate;

 

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any fact, circumstance, change, event, occurrence or effect generally affecting the economy, credit, debt, securities or financial or capital markets in the United States or elsewhere in the world, including changes in interest, exchange rates or commodity prices, or deterioration in the credit markets generally;

 

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any fact, circumstance, change, event, occurrence or effect arising out of, resulting from or attributable to changes or prospective changes in law, in GAAP or in accounting standards, or any changes or prospective changes in the interpretation or enforcement of any of the foregoing, except if such effect disproportionately affects the Company and its subsidiaries, taken as a whole, compared to other similarly situated companies in the industry in which the Company and its subsidiaries operate, then, to the extent not otherwise excluded from the definition of Company Material Adverse Effect, only such incremental disproportionate impact or impacts will be taken into account;

 

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any fact, circumstance, change, event, occurrence or effect arising out of, resulting from or attributable to entry into and consummation and performance of the Merger Agreement and the transactions

 

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contemplated by the Merger Agreement and the public announcement thereof, including the impact thereof on relationships, contractual or otherwise, with sponsors, exhibitors, suppliers, vendors, advertisers, distributors, partners, employees, regulators or other third parties;

 

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acts of war (whether or not declared and whether or not political in nature) or any outbreak of hostilities, sabotage or terrorism (including international trade related matters and matters related to tariffs), or any escalation or worsening of any such acts of war (whether or not declared and whether or not political in nature), outbreak of hostilities, sabotage or terrorism (including international trade related matters and matters related to tariffs), except if such effect disproportionately affects the Company and its subsidiaries, taken as a whole, compared to other similarly situated companies in the industry in which the Company and its subsidiaries operate, then, to the extent not otherwise excluded from the definition of Company Material Adverse Effect, only such incremental disproportionate impact or impacts will be taken into account;

 

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weather, pandemics, earthquakes, hurricanes, tornados, natural disasters, climatic conditions or other force majeure events, whether or not weather-related, except if such effect disproportionately affects the Company and its subsidiaries, taken as a whole, compared to other similarly situated companies in the industry in which the Company and its subsidiaries operate, then, to the extent not otherwise excluded from the definition of Company Material Adverse Effect, only such incremental disproportionate impact or impacts will be taken into account;

 

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regulatory and political conditions or developments or the shutdown or furlough of any governmental entity, except if such effect disproportionately affects the Company and its subsidiaries, taken as a whole, compared to other similarly situated companies in the industry in which the Company and its subsidiaries operate, then, to the extent not otherwise excluded from the definition of Company Material Adverse Effect, only such incremental disproportionate impact or impacts will be taken into account;

 

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any change resulting or arising from the identity of, or any facts or circumstances relating to, Parent, Merger Sub or any of their respective affiliates;

 

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any Transaction Litigation (as defined herein) made or brought against the Company or its directors or executive officers arising out of or related to the Merger Agreement or any of the transactions contemplated thereby;

 

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actions or omissions of the Company or any of its subsidiaries expressly and specifically requested by Parent or expressly required by the Merger Agreement;

 

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any decline in the market price, or change in trading volume, of the Common Stock (or the volatility thereof) (it being understood that the underlying cause(s) of any such failure may be taken into consideration unless otherwise prohibited by this definition);

 

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the effect of seasonal changes and patterns on the results of operations, business or financial condition of the Company and its subsidiaries;

 

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any computer hacking or cyber-attacks, including by means of the use of malware, malicious code, or computer, network, or system hacking;

 

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any failure by the Company and its subsidiaries to meet published analysts’ estimates, projections or forecasts of revenues, earnings or other financial metrics, in and of itself, and/or any failure by the Company and its subsidiaries to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that the underlying cause(s) of any such failure may be taken into consideration unless otherwise prohibited by this definition); or

 

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any matter set forth in the Company Disclosure Schedules or any form, document or report publicly filed with or publicly furnished to the SEC by the Company or any of its subsidiaries (it being understood that the underlying cause(s) of any such failure may be taken into consideration unless otherwise prohibited by this definition);

 

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In the Merger Agreement, the Company 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 Schedules. These representations and warranties relate to, among other things:

 

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due organization, valid existence, good standing, and authority to conduct business with respect to the Company and its subsidiaries;

 

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subsidiaries of the Company;

 

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capitalization and equity securities, including the number of outstanding shares of the Common Stock, Company Stock Options, Company RSUs and Company PS Awards;

 

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corporate power and authority to enter into and to perform obligations under the Merger Agreement and to complete the transactions contemplated thereby;

 

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required consents, approvals and regulatory filings in connection with the Merger Agreement and performance thereunder;

 

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documents required to be filed with the SEC since January 1, 2024, and the content and preparation of financial statements;

 

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absence of certain changes or events since December 31, 2025 through the Agreement Date;

 

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the accuracy of information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in this Information Statement;

 

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compliance with applicable laws and possession of required permits and licenses;

 

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certain tax matters;

 

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related party transactions;

 

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legal proceedings and actions;

 

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employees and employee benefit plans;

 

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intellectual property and privacy matters;

 

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material contracts;

 

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real and personal property matters;

 

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environmental matters;

 

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insurance policies;

 

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opinion of our financial advisor;

 

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brokers’ and other similar fees;

 

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anti-takeover statues and regulations and absence of a stockholder rights plan; and

 

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Foreign Corrupt Practices Act, international trade and anti-bribery matters.

In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to the Company 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:

 

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due organization, valid existence, good standing, and authority to conduct business with respect to Parent and Merger Sub;

 

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capitalization and business activities of Merger Sub;

 

 

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corporate power and authority of each of Parent and Merger Sub to enter into and to perform obligations under the Merger Agreement and to complete the transactions contemplated thereby;

 

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required consents, approvals and regulatory filings in connection with the Merger Agreement and performance thereunder;

 

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the accuracy of information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in this Information Statement;

 

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the absence of litigation or orders challenging the Merger;

 

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matters with respect to Parent’s debt and equity financing arrangements;

 

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matters with respect to the Limited Guarantee delivered by Parent to the Company in connection with the Merger;

 

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Parent, Merger Sub or their affiliates lack of ownership of Common Stock of the Company;

 

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brokers’ and similar fees;

 

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the solvency, on a consolidated basis, of Parent, the Surviving Corporation and the Surviving Corporation’s subsidiaries following the consummation of the Merger; and

 

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the absence of certain contracts with the Company and its related parties.

Except with respect to certain covenants in the Merger Agreement that contemplate performance following the Closing, which covenants will survive the Closing, none of the representations, warranties and covenants in the Merger Agreement or in any instrument delivered pursuant to the Merger Agreement will survive the Closing.

Conduct of Business Prior to Effective Time

The Merger Agreement provides that, except (i) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), (ii) as required by applicable law or listing exchange, (iii) as expressly contemplated by the Merger Agreement or (iv) as otherwise set forth in the Company Disclosure Schedules, during the period from the Agreement Date until the Effective Time or the earlier termination of the Merger Agreement in accordance with its terms, the Company will, and will cause its subsidiaries to, carry on its business in all material respects in the ordinary course of business and use commercially reasonable efforts to:

 

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preserve its business organization and goodwill intact in all material respects;

 

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maintain relations in all material respects with lenders, landlords, employees and governmental entities, and key sponsors, exhibitors, commercial suppliers and other third parties with whom the Company and its subsidiaries have significant business relationships; and

 

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make capital expenditures consistent with the annual budget adopted by the Company Board prior to the Agreement Date.

In addition, the Company has also agreed that, except (i) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), (ii) as required by applicable law or listing exchange, (iii) as expressly contemplated by the Merger Agreement, or (iv) as otherwise set forth in the Company Disclosure Schedules, during the period from the Agreement Date until the Effective Time or the earlier termination of the Merger Agreement in accordance with its terms, the Company will not, and will cause each of its subsidiaries not to, among other things:

 

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declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock or equity interests, except for dividends or distributions by a wholly owned subsidiary of the Company to the Company or to another subsidiary of the Company (other than a dividend for the quarter ending June 30, 2026, of $0.015 per share, which was paid on June 1, 2026, to holders of Common Stock as of May 21, 2026);

 

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split, combine, or reclassify any of its capital stock or equity interests;

 

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issue, dispose, sell, pledge, grant, transfer or otherwise encumber any shares of its capital stock or other equity securities, any Company Equity Awards or any option, warrant or other right to acquire or receive any shares of its capital stock or other equity securities, or redeem, purchase or otherwise acquire any shares of its capital stock or other equity securities, other than (A) in connection with the exercise, vesting or settlement, as applicable, of Company Equity Awards outstanding as of the Agreement Date (in accordance with the terms thereof as in effect on the Agreement Date), including with respect to the satisfaction of tax withholding and, with respect to Company Stock Options, the payment of the exercise price and (B) the issuance of any shares of capital stock or equity interests from a wholly owned subsidiary of the Company to the Company or any other wholly owned subsidiary of the Company;

 

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amend, alter, change, modify, supplement or repeal the certificate of incorporation or bylaws of the Company or amend in any material respect other similar organizational documents of any of its subsidiaries or enter into any governance agreement;

 

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acquire, directly or indirectly, any person or any equity interests or the material portion of the assets of a business or make any investments in any other person, in each case for an amount in excess of $5 million in the aggregate;

 

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other than in transactions solely among subsidiaries of the Company, sell, lease, license, encumber, transfer, or otherwise dispose of, directly or indirectly, any business or material assets (other than Intellectual Property) for a purchase price in excess of $5 million in the aggregate;

 

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create, incur, assume, suffer to exist or otherwise be liable with respect to any material indebtedness for borrowed money other than (A) indebtedness solely among the Company and its wholly owned subsidiaries or among its wholly owned subsidiaries, (B) pursuant to contracts in effect on the Agreement Date, or (C) under short-term debt or overdraft facilities, in each case as refinanced, replaced, amended or renewed on substantially similar terms from time to time;

 

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(A) merge or consolidate the Company or any of its subsidiaries with and into any other person, other than, in the case of any subsidiary of the Company, to effect any acquisition permitted by the acquisition restriction above or any disposition permitted by the disposition restriction above, or (B) effect any statutory conversion, domestication or transfer, division transaction, share exchange or other similar transaction;

 

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propose, adopt or enter into a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization;

 

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(A) commence any action against any person (excluding collections matters and other immaterial actions in the ordinary course of business) or (B) except for Transaction Litigation settled in accordance with the terms of the Merger Agreement, settle, release, waive or compromise any pending or threatened action against the Company or any of its subsidiaries (x) for an amount in excess of $5 million in the aggregate, or (y) that imposes any material restrictions on the operations or businesses of the Company or its subsidiaries or admits wrongdoing;

 

•

except as required by any Company Benefit Plan as in effect on the Agreement Date or applicable law, (A) increase the compensation of any director or employee of the Company or any of its subsidiaries whose base compensation is in excess of $200,000 of such employee’s then-current base salary, other than ordinary course of business increases in connection with promotions to non-officer positions vacant as of the Agreement Date or which become vacant as the result of resignation; provided, that such increases do not increase compensation by more than that provided to the employee previously employed in such role; (B) grant any new Company Equity Awards or other equity-based compensation, or amend or modify any outstanding Company Equity Award (including any acceleration of vesting or waiver of performance conditions); (C) adopt any new employee benefit

 

66

plan, policy, agreement or arrangement which would be a Company Benefit Plan if in effect on the Agreement Date or amend, modify, terminate or provide for any discretionary benefits under any existing Company Benefit Plan; (D) take any action to accelerate the vesting, payment, or funding of any payment or benefit under any Company Benefit Plan; (E) (x) hire, engage, or promote any non-officer, employee or contractor with annual base compensation of $200,000 or more, other than hiring replacement employees to fill vacancies arising from voluntary or involuntary departures at compensation levels substantially comparable to those of the departed employee, or (y) terminate other than for cause the Company’s service relationship with any such person; (F) implement any reduction in force, layoff, or similar workforce action that would trigger obligations under the WARN Act; or (G) enter into or amend any collective bargaining agreements or establish or recognize any union, works council or other labor organization as the representative of any of its employees for purposes of collective bargaining;

 

•

make any material change in financial accounting methods, principles or practices of the Company or any of its subsidiaries, except insofar as may be required by GAAP (or any interpretation or enforcement thereof), the Company’s outside auditors, or applicable law;

 

•

amend or otherwise modify any material tax return, make or change any material tax election, change any method of accounting relating to material taxes, settle or compromise any action relating to material taxes, enter into any closing agreement or similar agreement relating to material taxes, surrender any right to claim a material tax refund or other reduction in material taxes, or request any ruling or similar guidance with respect to material taxes;

 

•

enter into a new line of business (other than any new business lines that may be acquired pursuant to and in compliance with the acquisition restriction above);

 

•

enter into any contract for the purchase, sale or lease of real property or amend, terminate, or grant any waiver or consent with respect to any leased real property, except (A) any renewals, amendments or extensions of existing material leases in accordance with the terms thereof in the ordinary conduct of the business, and (B) entering into, amending, extending or terminating venue-related leases, licenses and other occupancy agreements for the Company’s trade shows and events in the ordinary course of business consistent with past practice;

 

•

other than in transactions solely among subsidiaries of the Company, sell, assign, transfer, lease, license, encumber, abandon or permit to lapse any material Company Intellectual Property;

 

•

terminate, suspend, amend or modify in any material respect, any governmental permits, except as required by applicable law or a governmental entity or in the ordinary course of business in connection with any specific trade shows and events;

 

•

make any loans, advances, guarantees or capital contributions to, or investments in, any person, other than loans, advances or reimbursements to employees, officers or directors for travel and business expenses in the ordinary course of business consistent with past practice;

 

•

fail to maintain (with insurance companies substantially as financially responsible as its existing insurance insurers) insurance in at least the same amounts and against at least such risks and losses as are consistent in all material respects with past practice and otherwise in amounts required to comply with applicable law and contracts;

 

•

adopt or implement any stockholder rights plan or “poison pill” agreement or similar takeover protection;

 

•

make or authorize any capital expenditures on an annualized basis in excess of the amounts budgeted for such expenditures in the Company’s annual budget adopted by the Company Board prior to the Agreement Date and made available to Parent;

 

•

(i) enter into any contract which, if in effect as of the Agreement Date, would constitute a material contract or (ii) renew (other than a renewal of a contract on substantially similar terms), extend (except

 

67

in the ordinary course of business consistent with past practice), terminate or amend in a manner materially adverse to the Company or any of its subsidiaries, or waive any material right, remedy or default under, any material contract or any contract which, if in effect as of the Agreement Date, would constitute a material contract, in each case, other than with respect to any exhibitor, sponsor, or venue contracts in the ordinary course of business consistent with past practice; or

 

•

approve, authorize, agree to take or make any commitment to take any of the foregoing actions.

No Solicitation or Negotiation of Takeover Proposals

From the Agreement Date until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, the Company has agreed that the Company will not, will cause its subsidiaries not to, and will direct its and its subsidiaries, respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives not to, directly or indirectly:

 

•

initiate, solicit or knowingly encourage any inquiries with respect to or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal;

 

•

engage in or otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal (other than, in response to an unsolicited inquiry, to ascertain facts from the person making such Acquisition Proposal for the sole purpose of informing itself about such Acquisition Proposal and the person that made it and to refer the inquiring person to the no-solicitation provisions of the Merger Agreement);

 

•

provide any non-public information to any person relating to the Company or any of its subsidiaries, or afford to any person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its subsidiaries, with respect to an Acquisition Proposal (except that such information or access may be provided to Parent, Merger Sub and their representatives);

 

•

enter into any letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement or similar agreement, other than an acceptable confidentiality agreement, with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”); or

 

•

authorize or commit to do any of the foregoing.

Exceptions

Notwithstanding the restrictions described above, at any time following the Agreement Date and prior to the time the Stockholder Approval was obtained (which was obtained on May 9, 2026) (as described below under “The Merger Agreement – Company Stockholder Written Consent”), if the Company received an Acquisition Proposal that did not arise from or in connection with a breach of the Merger Agreement, the Company and its Representatives were permitted to contact the person or group of persons making such Acquisition Proposal to clarify the terms and conditions thereof, and were permitted to (i) provide information to such person or group of persons under certain circumstances; provided, that the Company would make available to Parent and Merger Sub, substantially concurrently with the provision of such information to such person or group of persons, any material non-public information concerning the Company or its subsidiaries that is provided to any such person or group of persons which was not previously made available to Parent or Merger Sub, and (ii) engage or participate in any discussions or negotiations with such person or group of persons if (1) such Acquisition Proposal did not result from a breach of the Merger Agreement, and (2) prior to taking any action described in clause (i) or (ii) above, the Company Board determined in good faith after consultation with its financial advisor and outside legal counsel that such Acquisition Proposal constituted, or would reasonably have been expected to lead to, a Superior Proposal.

 

68

For purposes of this Information Statement and the Merger Agreement:

 

•

“Acquisition Proposal” means any inquiry, proposal or offer from any person or group of persons (other than Parent or its subsidiaries) relating to, in a single transaction or series of transactions, (a) a merger, consolidation, dissolution, liquidation, recapitalization, share exchange, business combination or similar transaction involving the Company as a result of which the Stockholders immediately prior to such transaction would cease to own at least 80% of the total voting power of the Company or any surviving entity immediately following such transaction, (b) the acquisition by any person or group of persons, directly or indirectly, of more than 20% of the outstanding Common Stock or more than 20% of the total voting power represented by the outstanding voting securities of the Company, (c) a tender offer or exchange offer or other transaction which, if consummated, would result in a direct or indirect acquisition by any person or group of persons of more than 20% of the total voting power represented by the outstanding voting securities of the Company, or (d) the acquisition, transfer, exclusive license or other disposition, in any manner, directly or indirectly, of over 20% of the consolidated assets of the Company and its subsidiaries (based on the fair market value, as determined in good faith by the Company Board or any committee thereof), in each case other than the transactions contemplated by the Merger Agreement.

 

•

“Superior Proposal” means a bona fide Acquisition Proposal that did not result from a breach of the non-solicitation provisions of the Merger Agreement and that the Company Board determined in its good faith judgment, after consultation with its financial advisor and outside legal counsel, and taking into consideration, among other things, all legal, financial, regulatory, timing and other aspects and risks of the proposal (including required conditions) and the person making the proposal and all the other terms, conditions and other aspects of such Acquisition Proposal and the Merger Agreement, (a) to be more favorable to the Stockholders than the transactions contemplated by the Merger Agreement (including, if applicable, any revisions to the Merger Agreement made or proposed in writing by Parent in accordance with the Merger Agreement prior to the time of determination to which Parent has irrevocably committed) and (b) to be reasonably likely to be consummated in accordance with its terms; provided, that for purposes of the definition of “Superior Proposal,” the references to “20%” and “80%” in the definition of Acquisition Proposal will be deemed to be references to “50%.”

No Change in Recommendation or Alternative Acquisition Agreement

The Company Board (or a committee thereof) will not (with any action described in the following bullets being referred to as a “Change of Recommendation”):

 

•

withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify), in each case in a manner adverse to Parent, the Company Recommendation (as defined in the Merger Agreement);

 

•

fail to include the Company Recommendation in this Information Statement, or adopt, approve or recommend; or

 

•

submit to the Stockholders for approval or adoption, or publicly propose to adopt, approve or recommend, any Acquisition Proposal.

In addition, the Company Board may not cause or permit the Company or any of its subsidiaries to enter into an Alternative Acquisition Agreement relating to any Acquisition Proposal.

Fiduciary Exception

Notwithstanding the foregoing, prior to the time the Stockholder Approval was obtained (which was obtained on May 9, 2026), the Company Board was permitted, if the Company received an Acquisition Proposal that did not arise from or in connection with a breach of the non-solicitation provisions of the Merger Agreement and that the

 

69

Company Board concluded in good faith, after consultation with its financial advisor and outside legal counsel, constituted a Superior Proposal, to effect a Change of Recommendation and/or terminate the Merger Agreement in accordance therewith in order to enter into an Alternative Acquisition Agreement providing for such Superior Proposal, provided that: (i) the Company had provided prior written notice to Parent, at least four (4) business days in advance, that it would effect a Change of Recommendation and/or terminate the Merger Agreement pursuant to the terms thereof, which notice would specify the basis for the Change of Recommendation and/or termination and, in the case of a Superior Proposal, the identity of the person or group of persons making such Superior Proposal, the status of discussions relating to such Superior Proposal, the material terms thereof and unredacted copies of all written requests, proposals, offers, agreements and other relevant documents (with a new notice and new three (3) business day period for any amendment to the financial terms thereof or any other new material term or condition of such Superior Proposal); and (ii) after providing such notice and prior to effecting such Change of Recommendation and/or terminating the Merger Agreement, pursuant to the terms thereof the Company had caused its Representatives to be available to negotiate with Parent and Merger Sub in good faith during such four (4) business day (and any additional three (3) business day) period to make such adjustments to the terms and conditions of the Merger Agreement as would obviate the need for the Company to effect a Change of Recommendation and/or terminate the Merger Agreement pursuant to the terms thereof.

Certain Permitted Disclosure

Nothing described herein or in the Merger Agreement will be deemed to prohibit the Company or the Company Board from (i) complying with its disclosure obligations under applicable law or NYSE, including taking and disclosing to its Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) or Item 1012(a) of Regulation M-A under the Exchange Act (or any similar communication to Stockholders), (ii) making any “stop-look-and-listen” communication to Stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the Stockholders), or (iii) making any disclosure to the Stockholders, if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel) that the failure to so disclose would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law.

Existing Discussions

Immediately following the execution and delivery of the Merger Agreement, the Company was required under the terms of the Merger Agreement to immediately (i) cease all discussions or negotiations with any persons (other than Parent, Merger Sub and their Representatives) that may have been ongoing with respect to an Acquisition Proposal as of the Agreement Date and (ii) immediately terminate all access of any persons (other than Parent, Merger Sub and their Representatives) to any electronic data room maintained by the Company or other diligence access with respect to any Acquisition Proposal. In addition, the Company is required to enforce, and not waive, terminate or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement.

Company Stockholder Written Consent

Pursuant to the terms of the Merger Agreement, and in accordance with the Company’s certificate of incorporation, the Company Stockholder Written Consent was delivered to the Company on May 9, 2026 shortly after the execution of the Merger Agreement. The Company provided a copy of the Company Stockholder Written Consent to Parent on May 9, 2026, shortly after its receipt of the Company Stockholder Written Consent.

Efforts to Complete the Merger; Regulatory Approvals

The Company, Parent, and Merger Sub agreed to use their reasonable best efforts to consummate and make effective the transactions contemplated by the Merger Agreement as soon as practicable, including to obtain from any Governmental Entities and third parties any required clearances, waivers, consents, approvals, and permits, make all required filings and submissions under the HSR Act, Moroccan Competition Law, and any other

 

70

applicable law, and execute and deliver any additional instruments necessary to complete the Merger. In no event will the Company or any of its subsidiaries be required to pay any fee, penalty, or other consideration to any third party prior to the Effective Time in order to obtain any consent or approval required for consummation of the Merger under any contract.

The Company and Parent have each agreed to take or cause to be taken the following actions:

 

•

make their required filings under the HSR Act and with the Conseil de la Concurrence under the Moroccan Competition Law as promptly as practicable, and in any event within 10 business days from the Agreement Date (i.e., no later than May 22, 2026), and request early termination of the waiting period under the HSR Act, which filings were made on May 20, 2026;

 

•

use reasonable best efforts to supply, as promptly as reasonably practicable, a response to any request for additional information or materials by the Antitrust Division, the FTC, the Conseil de la Concurrence, or any other Governmental Entity under any Regulatory Law, and use reasonable best efforts to cause the expiration or termination of all applicable waiting periods as promptly as possible after the Agreement Date; and

 

•

use reasonable best efforts to take any and all actions necessary to resolve any objections that may be asserted by any Governmental Entity with respect to the Merger under any Regulatory Law, including, with respect to Parent, by proposing, negotiating, committing to, and effecting (by consent decree, hold separate order, or otherwise) the divestiture of assets of Questex, the Company, or their respective subsidiaries, and otherwise taking or committing to take any actions that following the Closing would limit Parent’s, Questex’s, or the Surviving Corporation’s freedom of action with respect to, or ability to retain, assets, as may be required to obtain required regulatory clearances or to avoid the entry of any order that would otherwise prevent or materially delay the Closing.

Parent will determine the overall strategy for obtaining antitrust and other regulatory clearances in connection with the Merger, and has agreed to consult with and keep the Company reasonably informed of all material developments regarding that strategy and to consider in good faith the Company’s views with respect to it. No party may agree to extend any waiting period under any applicable Regulatory Law, or commit to delay the consummation of the Merger, without the prior written consent of all other parties (not to be unreasonably withheld, conditioned, or delayed).

Parent is responsible for all filing fees under the HSR Act and other applicable Regulatory Laws and all associated costs (including, in the event of a Request for Additional Information pursuant to 15 U.S.C. § 18a(e) being issued to the Company in connection with the transactions contemplated by the Merger Agreement, all out-of-pocket fees and expenses, including attorneys’ and consultants’ fees and expenses associated with responding to the request).

Parent agreed that, from the Agreement Date until the Closing, it will not acquire any business or entity that operates a business in the same line of business as the Company or any of its subsidiaries, or that would reasonably be expected to materially delay or materially increase the risk of not obtaining any required regulatory clearance or approval, materially increase the risk of any Governmental Entity entering an order prohibiting the Merger, or otherwise materially delay or prevent Parent’s ability to consummate the Merger. This restriction does not apply with respect to the Questex Transaction, and Parent has agreed not to consummate the Questex Transaction prior to the Closing.

Indemnification and Insurance

During the six-year period commencing on the Effective Time, each of Parent and the Surviving Corporation will, jointly and severally, indemnify and hold harmless, to the fullest extent permitted under applicable law, each present and former director, officer and employee of the Company and its subsidiaries, including any

 

71

employee who serves as a fiduciary of a Company Benefit Plan (collectively, together with such person’s heirs, executors or administrators, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement incurred in connection with any actual or threatened action, whether civil, criminal, administrative or investigative, arising out of, related to or in connection with any action or omission occurring or alleged to have occurred whether prior to or at the Effective Time by reason of the fact of such Indemnified Parties’ service as a director, officer, employee or other fiduciary of the Company or any of its subsidiaries or services performed by such persons at the request of or for the benefit of the Company or its subsidiaries, whether asserted or claimed prior to, at or after the Effective Time.

Without limiting the foregoing, Parent, for a period of six (6) years from and after the Effective Time, will cause the certificate of incorporation and the bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnified Parties with respect to indemnification, exculpation from liabilities and rights to advancement of expenses than those set forth as of the Agreement Date in the certificate of incorporation and bylaws of the Surviving Corporation, which provisions will not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of any Indemnified Party, except as required by applicable law.

In addition, prior to the Effective Time, the Company will obtain and fully pre-pay the premium for (and, following the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, maintain with reputable and financially sound carriers) the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period (whichever is greater) of six (6) years from and after the Effective Time with respect to any claim arising from facts or events that existed or occurred at or prior to the Effective Time with terms, conditions, retentions, coverage limits and limits of liability that are at least as favorable in the aggregate as the coverage provided under the Company’s existing policies in effect on the Agreement Date.

If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, continue to maintain in effect for a period of six (6) years from and after the Effective Time the D&O Insurance in place as of the Agreement Date with terms, conditions, retentions, coverage limits and limits of liability that are at least as favorable in the aggregate as the coverage provided in the Company’s existing policies as of the Agreement Date, or the Surviving Corporation will, and Parent will cause the Surviving Corporation to, purchase comparable insurance as the D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable in the aggregate as the coverage provided under the Company’s existing policies as of the Agreement Date. Notwithstanding the foregoing, (A) in no event will the Company or the Surviving Corporation be required to expend for any such policies an annual premium amount in excess of 300% of the aggregate of the annual premiums paid by the Company as of immediately prior to the Effective Time for such insurance, and (B) if the annual premiums of such insurance coverage exceed such maximum amount, the Company or the Surviving Corporation will obtain a policy with the greatest coverage available for such maximum amount.

If Parent or the Surviving Corporation or any of their successors or assigns will (i) consolidate with or merge into any other corporation or entity and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, in each such case, proper provisions will be made so that such surviving or acquiring person(s), as the case may be, will assume all of the obligations in the section described below entitled “The Merger Agreement— Indemnification and Insurance”.

With respect to any right to indemnification or advancement for acts or omissions occurring prior to or at the Closing, the Surviving Corporation will be the indemnitor of first resort, responsible for all such indemnification

 

72

and advancement that any Indemnified Party may have from any direct or indirect shareholder or equityholder of the Surviving Corporation (or any affiliate of such shareholder or equityholder) and without right to seek subrogation, indemnity or contribution. The Surviving Corporation and Parent agreed that no advance or prepayment by any party other than the Surviving Corporation as the primary indemnitor on behalf of any Indemnified Party with respect to any claim for which such Indemnified Party has sought indemnification from the Surviving Corporation will affect the foregoing and that any such secondary indemnitor will not have a right of contribution and/or be subrogated to the extent of such advancement or payment to all the rights of recovery of the Indemnified Party against the Surviving Corporation, and the Surviving Corporation irrevocably waived, relinquished and released any such secondary indemnitor from any and all claims against the secondary indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.

Financing Covenant; Company Cooperation

Parent has agreed to use its reasonable best efforts to take (or cause to be taken) all actions and do (or cause to be done) all things necessary, proper or advisable to obtain the proceeds of the Financings in an amount sufficient to satisfy all of its payment obligations under the Merger Agreement on the Closing Date, including using its reasonable best efforts to (i) maintain in full force and effect the Commitment Letters until the consummation of the Closing, (ii) negotiate and enter into the definitive documentation related to the Debt Financing (the “Debt Financing Documents”), (iii) satisfy on a timely basis or obtain a waiver of all conditions required to be satisfied by it in the Commitment Letters and the Debt Financing Documents that are within its control and comply with its obligations thereunder, and (iv) subject to the terms of the Commitment Letters and the Debt Financing Documents (and the satisfaction of the conditions therein), enforce its rights under the Commitment Letters and the Debt Financing Documents.

Prior to the Closing, the Company is required to use its reasonable best efforts to, and cause its subsidiaries and each of its and its subsidiaries’ respective representatives to use their respective reasonable best efforts to, provide at Parent’s sole cost and expense, customary cooperation reasonably requested by Parent in connection with arranging, obtaining and syndicating the Debt Financing, including using reasonable best efforts to:

 

(i)

furnish Parent with (A) the financial statements of the Company and its subsidiaries required under the Debt Commitment Letter and certain other financial information and financial data regarding the Company and its subsidiaries as described in the Merger Agreement (the “Required Financial Information”) and (B) to the extent available to the Company, other information regarding the Company and its subsidiaries as may be reasonably requested by Parent to the extent such information is customarily included in marketing materials for financings similar to the financing contemplated by the Debt Commitment Letter;

 

(ii)

inform Parent if the chief executive officer, chief financial officer, treasurer, controller or comparable officer of the Company has knowledge of any facts or circumstances as a result of which a restatement of any financial statements (or portion thereof) included in the Required Financial Information is reasonably likely or under consideration in order for such financial statements (or portion thereof) to comply with GAAP;

 

(iii)

assist Parent and the Debt Commitment Parties in their preparation of customary syndication and marketing materials, bank information memoranda, rating agency presentations, lender presentations and similar documents and any supplements thereto in connection with the Debt Financing;

 

(iv)

cooperate with the marketing efforts for the Debt Financing and assist Parent in obtaining ratings in connection with the Debt Financing;

 

(v)

cause members of senior management of the Company to participate in a reasonable number of meetings, conference calls, presentations, road shows, drafting sessions, due diligence sessions and sessions with rating agencies, at reasonable times and with reasonable advance notice;

 

(vi)

facilitate the pledging of collateral and granting of guarantees for the Debt Financing, including using reasonable best efforts to deliver any original stock certificates and appropriate instruments of transfer

 

73

and any original promissory notes and appropriate instruments of transfer that are intended to constitute collateral for the Debt Financing; it being understood, in each case, that the effectiveness of such pledges and guarantees will be conditioned upon the occurrence of, and are only effective as of, the Closing;

 

(vii)

furnish Parent and the Debt Commitment Parties with all documentation and other information related to the Company and its subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and a beneficial ownership certificate for any entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230);

 

(viii)

facilitate the taking of customary corporate approvals reasonably requested by Parent to permit the consummation of the Debt Financing on the Closing Date (it being understood that no such corporate or other action will take effect prior to the occurrence of, and are only effective as of, the Closing);

 

(ix)

cooperate in satisfying the conditions precedent set forth in the Debt Commitment Letter or any definitive document relating to the Debt Financing with conditions precedent substantially the same as those set forth in the Debt Commitment Letter to the extent the satisfaction of such condition requires the cooperation of, or is within the control of, the Company and its subsidiaries;

 

(x)

assist Parent in its preparation of, and facilitate execution and delivery as of but not prior to the Closing of, definitive financing documents and the schedules and exhibits thereto, it being understood that the effectiveness of such documents will be conditioned upon the occurrence of, and are only effective as of, the Closing; and

 

(xi)

execute customary authorization letters authorizing the distribution of information regarding the Company and its subsidiaries to prospective lenders in connection with the Debt Financing and containing a customary representation that the public side versions of such documents do not include material non-public information about the Company or its subsidiaries or their securities, and a customary representation as to the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing, subject to customary confidentiality provisions.

Additionally, the Company is required to, and to cause its subsidiaries to, use reasonable best efforts to periodically update any Required Financial Information provided to Parent as may be necessary so that such Required Financial Information is (i) Compliant (as defined in the Merger Agreement) and (ii) meets the applicable requirements set forth in the definition of “Required Financial Information” under the Merger Agreement.

Notwithstanding the foregoing,

 

•

nothing in the Merger Agreement will require such cooperation by the Company to the extent such cooperation would (x) materially and unreasonably disrupt or interfere with the business or operations of the Company and/or its subsidiaries or (y) reasonably be expected to (I) cause any condition to the Closing set forth in the Merger Agreement to not be satisfied or otherwise cause any breach of the Merger Agreement, (II) conflict with, violate, breach or otherwise contravene any applicable law, (III) subject any of the Company’s or its subsidiaries’ respective directors, managers, officers or employees to any actual or potential personal liability with respect to matters related to the Debt Financing or (IV) cause any breach of the Merger Agreement;

 

•

none of the pre-Closing directors, officers or managers of the Company, acting in such capacity, will be required to execute, deliver or enter into or perform any agreement, document or instrument with respect to the Debt Financing or adopt any resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained;

 

•

none of the Company, the Company’s subsidiaries or their respective managing members, directors, managers, officers or employees will be required to (x) execute, deliver or enter into, or perform any

 

74

agreement, document or instrument with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date (in each case, other than any authorization letter referred to in clause (xi) above) or (y) adopt any resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained that is not contingent upon the Closing or that would be effective prior to the Closing Date (and which execution and delivery will be undertaken, authorized and approved exclusively by the post-Closing managing members, directors, managers or officers of the Company or its applicable subsidiary);

 

•

the Company will not be required to deliver or obtain opinions of internal or external counsel;

 

•

nothing in the Merger Agreement obligates the Company to provide or prepare any information regarding any post-Closing or pro forma adjustments desired to be incorporated into any information used in connection with the Financings, projections or certain other specified excluded information; and

 

•

nothing in the Merger Agreement obligates the Company to provide any information that would violate any bona fide confidentiality requirement in any material contract binding on the Company or result in a violation of applicable law or loss of attorney-client privilege or other applicable privilege of the Company or that constitutes trade secrets.

Other Covenants and Agreements

The Merger Agreement contains certain other covenants and agreements, including covenants related to:

 

•

the Company affording Parent reasonable access during normal business hours to the Company’s and its subsidiaries’ officers, employees, Representatives, properties, offices and other facilities, books, contracts and records subject to certain limitations and restrictions set forth in the Merger Agreement;

 

•

the Company affording Parent and Merger Sub reasonable assistance as requested by Parent in connection with Parent’s preparation to operate the business of the Company following the Closing (including by providing certain non-competitive information, including monthly financial statements to, and conducting certain weekly business reviews with, Parent), subject to certain limitations and restrictions set forth in the Merger Agreement;

 

•

cooperation between the parties in connection with public announcements;

 

•

taking all steps reasonably necessary to cause any dispositions of equity securities (including derivative securities) of the Company in connection with the Merger Agreement and the transactions contemplated thereby by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act to the extent permitted under applicable law;

 

•

(A) each of the Company and Parent providing the other party with prompt (and in any event, within two (2) business days’) notice of any legal proceedings commenced against such party or any of its affiliates or Representatives in connection with, arising from or relating to the Merger Agreement or the transactions contemplated by the Merger Agreement (“Transaction Litigation”) and providing copies of all pleadings and material correspondence with respect thereto within two (2) business days of receipt thereof, (B) the Company (i) giving Parent the opportunity to participate in the defense, settlement or prosecution of any Transaction Litigation, (ii) consulting with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation, and (iii) not agreeing to any compromise or full or partial settlement, waiver or release of any such action without Parent’s prior written consent;

 

•

taking all such steps as may be required to cause the Company and the Company Board to grant such approvals and take such actions as are reasonably necessary so that the Merger may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and otherwise act to eliminate or minimize the effects of any applicable takeover statutes on the Merger;

 

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•

Parent causing Merger Sub and the Surviving Corporation, as applicable, to fully comply with all of their respective obligations under the Merger Agreement;

 

•

cooperation between the parties to delist the Common Stock from the NYSE and deregister the Common Stock under the Exchange Act as promptly as practicable after the Effective Time;

 

•

Parent, as the sole Stockholder of Merger Sub, adopting the Merger Agreement and approving the Merger by written consent;

 

•

except as otherwise may be agreed by Parent, the Company delivering resignation letters of all the members of the Company Board, effective as of immediately prior to, but conditioned upon the occurrence of, the Effective Time; and

 

•

the Company delivering customary payoff letters and lien releases related to indebtedness.

Conditions to Completion of the Merger

The obligations of each of the Company, Parent and Merger Sub to effect the Merger are subject to the satisfaction (or waiver by the applicable party, if permissible under applicable law) of the following conditions:

 

•

the Company Stockholder Written Consent has been obtained (the “Stockholder Approval”) (which was satisfied on May 9, 2026 by delivery of the Company Stockholder Written Consent);

 

•

this Information Statement having been mailed to the Stockholders and at least twenty (20) days having elapsed since the date of the mailing;

 

•

any and all (i) applicable waiting periods (and any extensions thereof) under the HSR Act in connection with the Merger have expired or been terminated and (ii) other applicable approvals and clearances and expirations or terminations of waiting periods (as applicable) identified in the Company Disclosure Schedules have been obtained or have occurred, and any timing agreement with any governmental entity with respect to the Merger has expired or been terminated; and

 

•

the absence of any court order (whether temporary, preliminary or permanent) that is in effect and that restrains, enjoins or otherwise prohibits the consummation of the Merger.

The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver by Parent) of the following additional conditions at or prior to the Closing:

 

•

the representations and warranties of the Company set forth in the Merger Agreement will be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date, without giving effect to any materiality qualifications, except (A) the capitalization representations and warranties of the Company will be true and correct in all respects, except where the failure of such representation and warranty to be true and correct is de minimis in nature, (B) the representation and warranty that there has been no Company Material Adverse Effect since December 31, 2025 will be true and correct in all respects, and (C) the representations and warranties related to organization and power, subsidiaries, authority and brokers will be true and correct in all material respects;

 

•

the Company has performed or complied with, in all material respects, its agreements and covenants contained in the Merger Agreement that are required to be performed or complied with by it at or prior to the Effective Time pursuant to the terms thereof;

 

•

since the Agreement Date, no Company Material Adverse Effect has occurred and is continuing; and

 

•

the receipt by Parent and Merger Sub of a certificate, signed for and on behalf of the Company by an executive officer of the Company, certifying that the conditions described in the preceding three bullets have been satisfied.

 

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In addition, the obligations of the Company to effect the Merger are further subject to the satisfaction (or waiver by the Company) of the following additional conditions at or prior to the Closing:

 

•

the representations and warranties of Parent and Merger Sub set forth in the Merger Agreement will be true and correct as of the Agreement Date and as of the Closing Date with the same force and effect as if made on and as of such date without giving effect to any materiality qualifications, except (A) where the failure of such representations and warranties to be true and correct would not constitute a Parent Material Adverse Effect (as such term is defined in the Merger Agreement) and (B) the representations and warranties related to organization, authority and brokers will be true and correct in all material respects;

 

•

Parent and Merger Sub have performed, or complied with, in all material respects all of their respective agreements, covenants and obligations required by the Merger Agreement to be performed or complied with by each of them at or prior to the Effective Time; and

 

•

the receipt by the Company of a certificate, signed for and on behalf of Parent and Merger Sub by an executive officer of each of Parent and Merger Sub, certifying that the conditions described in the preceding two bullets have been satisfied.

Parent has entered into a separate agreement to acquire 100% of the outstanding voting securities of Questex Holdings Group, Inc. with the intent to combine the Emerald and Questex businesses following consummation of the transactions. Questex is not an affiliate of, and has no ownership or governance relationship with, Emerald or any of its subsidiaries. Closing of the Questex Transaction is not a condition to either Parent’s or Emerald’s obligations to effect the Merger.

Termination of the Merger Agreement

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, only as follows:

 

•

whether before or after the Stockholder Approval has been obtained (which was obtained on May 9, 2026) and whether before or after the adoption of the Merger Agreement by the sole stockholder of the Merger Sub, by mutual written consent of the Company and Parent; or

 

•

by either Parent or the Company if:

 

•

the Merger is not consummated on or before September 9, 2026 (such date, the “Termination Date”); provided, that if on the Termination Date, the conditions to Closing regarding regulatory approvals and orders (to the extent relating to the regulatory approvals) have not been satisfied but all other conditions to Closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), then the Termination Date will be automatically extended by one (1) month on up to two (2) occasions; provided, further, that (i) in the event the Marketing Period has commenced on or prior to the Termination Date but has not been completed as of the Termination Date, the Termination Date will automatically extend to the date that is three (3) business days after the then-scheduled expiration date of the Marketing Period and (ii) the right to terminate the Merger Agreement pursuant to this provision will not be available to a party if the failure of the Merger to be consummated on or before the Termination Date was primarily caused by a material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in the Merger Agreement (“Outside Date Termination”), and provided further that the party seeking to terminate the Merger Agreement pursuant to this provision must have used the efforts required under the Merger Agreement to cause the Merger to be consummated on or before the Termination Date;

 

•

any law or order by a governmental entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Merger has become final and

 

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non-appealable, provided that the right to terminate the Merger Agreement pursuant to this provision will not be available to a party if the enactment, issuance, promulgation, enforcement or entry of any order, or the order becoming final and non-appealable, was primarily caused by the party’s breach of any representation, warranty, covenant or other agreement of such party set forth in the Merger Agreement, and provided further that the party seeking to terminate the Merger Agreement pursuant to this provision must have used the efforts required under the Merger Agreement to cause the Merger to be consummated on or before the Termination Date; or

 

•

by the Company:

 

•

at any time prior to the time the Stockholder Approval is obtained, in order to substantially concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal (“Superior Proposal Company Termination”); however, this termination provision expired following delivery of the Company Stockholder Written Consent on May 9, 2026;

 

•

in the event of a breach of any representation, warranty, covenant or agreement of Parent or Merger Sub in the Merger Agreement, which breach (i) would give rise to the failure of a closing condition related thereto and (ii) (A) is not capable of being cured by Parent or Merger Sub prior to the Termination Date, or (B) if capable of being cured, has not been cured before the earlier of (x) twenty (20) business days following receipt of written notice from the Company of such breach or (y) the Termination Date; provided, that the Company is not then in material breach of any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement which breach would give rise to the failure of such closing condition (“Parent Breach Termination”);

 

•

in the event that (i) the Marketing Period has ended and the mutual closing conditions and Parent’s closing conditions have been satisfied or waived (other than those conditions to be satisfied by actions to be taken at the Closing itself, but which conditions would have been satisfied had the Closing occurred when it was required to occur) at the time when the Closing should have occurred when it was required to occur pursuant to the Merger Agreement, (ii) the Company has irrevocably confirmed to Parent in writing that (A) all of the mutual closing conditions and the Company’s closing conditions (other than those conditions to be satisfied by actions to be taken at the Closing itself) have been satisfied or waived by the Company and (B) the Company is ready, willing and able to consummate the Closing, including the Merger, and (iii) Parent has failed to consummate the Closing within two (2) business days following the later of (A) the delivery of the notice pursuant to the foregoing clause (ii) and (B) the date when the Closing should have otherwise occurred pursuant to the Merger Agreement (“Parent Financing Termination”); or

 

•

by Parent:

 

•

at any time prior to the time the Stockholder Approval is obtained, if the Company Board has effected a Change of Recommendation (“Change of Recommendation Termination”); however, this termination provision expired following delivery of the Company Stockholder Written Consent on May 9, 2026;

 

•

if the Company Stockholder Written Consent will not have been delivered within twelve (12) hours following the execution of the Merger Agreement (“Written Consent Termination”); however, this termination provision expired following delivery of the Company Stockholder Written Consent on May 9, 2026; or

 

•

in the event of a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement, which breach (i) would give rise to the failure of a closing condition related thereto and (ii) (A) is not capable of being cured by the Company by the Termination Date or (B) if capable of being cured, has not been cured before the earlier of (x) twenty (20) business days following receipt of written notice from Parent of such breach, or (y) the Termination Date;

 

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provided, that none of Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement which breach would give rise to the failure of such a closing condition (“Company Breach Termination”).

Termination Fees and Expenses

The Company must pay Parent a termination fee of $84,000,000 (the “Company Termination Fee”) if any of the following events occur:

 

•

(i) the Merger Agreement is terminated by the Company pursuant to an Outside Date Termination, or by Parent pursuant to a Written Consent Termination or Company Breach Termination, and the Stockholder Approval has not otherwise been obtained (which was obtained on May 9, 2026); (ii) any person has publicly proposed, announced or made a bona fide written Acquisition Proposal after the Agreement Date and prior to the delivery of the Company Stockholder Written Consent, and such Acquisition Proposal has not been publicly withdrawn prior to the delivery of the Company Stockholder Written Consent; and (iii) within twelve (12) months of a termination of the Merger Agreement the Company has consummated an Acquisition Proposal that caused such termination;

 

•

the Company effects a Superior Proposal Company Termination; or

 

•

Parent effects a Change of Recommendation Termination.

Parent must pay the Company a termination fee of $84,000,000 (the “Parent Termination Fee”) if any of the following events occur:

 

•

the Merger Agreement is terminated by the Company or Parent (x) if the Effective Time of the Merger has not occurred prior to the Termination Date due to the closing conditions related to the HSR Act and governmental orders not being satisfied (where with respect to governmental orders, the condition is not satisfied as a result of enforcement of U.S. antitrust laws) or (y) due to a final and non-appealable law or order of a U.S. governmental authority permanently restraining, enjoining or otherwise prohibiting the closing of the Merger as a result of U.S. antitrust laws; provided, that, in each case, all other applicable closing conditions have been satisfied or waived; or

 

•

a Parent Breach Termination or Parent Financing Termination has occurred.

Liability Limitation

Notwithstanding anything to the contrary in the Merger Agreement, in no event will either the Parent Group’s (as such term is defined in the Merger Agreement) or the Company Group’s (as such term is defined in the Merger Agreement) aggregate maximum liability (whether in equity or at law, in contract, in tort or otherwise) pursuant to the Merger Agreement or in connection with or arising out of the transactions contemplated thereby exceed an amount equal to $84,000,000 (the “Liability Limitation”), nor will any member of the Parent Group or Company Group, as applicable, seek or be entitled to recover any money or other damages in excess of the Liability Limitation from the Company Group or the Parent Group, respectively, in each case arising out of or in connection with the Merger Agreement, the transactions contemplated by the Merger Agreement (and the abandonment or termination thereof) or any matter forming the basis for such termination or for any breach (whether willful, intentional, unintentional or otherwise) of, or by virtue of any rights under, any of the foregoing agreements (including in respect of willful breach of the Merger Agreement) (other than, in the case of the Company, certain reimbursements and indemnification from Parent under the Merger Agreement).

Modification or Amendment

Subject to applicable law, the Merger Agreement may be amended by, and only by, written agreement executed and delivered by the duly authorized officers of Parent and the Company; provided, that no amendment will be

 

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made to the Merger Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment will by applicable law require further approval of the Stockholders, the effectiveness of such amendment will be subject to the approval of the Stockholders.

Waiver

The Merger Agreement provides that the conditions to each party’s obligations to consummate the Merger are for the sole benefit of such party and may be waived by such party, in whole or in part, to the extent permitted by applicable law. At any time prior to the Effective Time, each of the Company and Parent may (i) waive or extend the time for the performance of any of the obligations or other acts of the other party or parties, or (ii) waive any inaccuracies in the representations and warranties of the other party or parties contained in the Merger Agreement or in any document delivered pursuant thereto. Any such extension or waiver will be valid only if set forth in a written instrument duly executed and delivered on behalf of the waiving party. The failure or delay of any party to the Merger Agreement to assert any of its rights under the Merger Agreement or otherwise will not constitute a waiver of such rights.

Governing Law and Venue

The Merger Agreement is governed by the laws of the State of Delaware without regard to principles of conflicts of law. Each party has agreed to bring any action between the parties arising out of or related to the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee or the transactions contemplated by the Merger Agreement exclusively in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery lacks or declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”). Each party has irrevocably submitted to the exclusive jurisdiction of the Chosen Courts and waived any objection to laying venue in any such action in the Chosen Courts. Each party has also irrevocably waived any right to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the Merger Agreement or the transactions contemplated by the Merger Agreement.

Specific Performance

The parties to the Merger Agreement will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to seek an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.

Notwithstanding the foregoing, the parties to the Merger Agreement have each acknowledged that the Company is entitled to seek specific performance of Parent’s and Merger Sub’s obligations pursuant to the terms of the Merger Agreement and the Equity Commitment Letter to complete the Closing, including to cause, subject to the terms and conditions set forth in the Equity Commitment Letter, the Equity Financing to be funded to fund the Merger and to consummate the Merger and the Closing, only in the event that:

 

•

all of the mutual conditions to closing and Parent’s and Merger Sub’s conditions to closing have been satisfied (other than those conditions to be satisfied by actions to be taken at the Closing itself, but which conditions would have been satisfied had the Closing occurred when it was required to occur pursuant to the Merger Agreement);

 

•

Parent or Merger Sub fail to complete the Closing on the date the Closing is required to have occurred pursuant to the Merger Agreement;

 

•

the Debt Financing has been funded or will be funded in full at the Closing if the Equity Financing is funded; and

 

•

the Company has irrevocably confirmed in a written notice to Parent that (A) all of the conditions to Closing, other than the Parent and Merger Sub’s conditions to Closing, have been and continue to be

 

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satisfied (or are waived effective as of immediately prior to the Closing, but subject to the Closing occurring) and (B) the Closing will occur if the Equity Financing and Debt Financing are funded and specific performance is granted.

No Third Party Beneficiaries

The Merger Agreement does not confer any rights or remedies upon any person other than the parties thereto, except that, following the Effective Time, holders of shares of Common Stock, Company Equity Awards and the Indemnified Parties (as such term is defined in the Merger Agreement) are each third-party beneficiaries of the applicable provisions of the Merger Agreement, and the Non-Party Affiliates (as such term is defined in the Merger Agreement) are third-party beneficiaries of the recourse provisions set forth in the Merger Agreement.

 

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THE SUPPORT AGREEMENT

The summary of the material provisions of the Support Agreement set forth below and elsewhere in this Information Statement is qualified in its entirety by reference to the Support Agreement, a copy of which is attached to this Information Statement as Annex B and which is incorporated by reference in this Information Statement. The rights and obligations of the parties are governed by the express terms and conditions of the Support Agreement and not by this discussion, which is summary by nature. This summary does not purport to be complete and may not contain all of the information about the Support Agreement that is important to you. We encourage you to read the Support Agreement carefully in its entirety, as well as this Information Statement and any documents incorporated herein by reference.

Simultaneously with the execution of the Merger Agreement, the Majority Stockholders, in their capacity as Stockholders, entered into the Support Agreement with Parent, Merger Sub and the Company. Pursuant to the Support Agreement, each Majority Stockholder agreed to duly execute and deliver to the Company, within twelve (12) hours following the execution of the Merger Agreement, the Company Stockholder Written Consent in accordance with Section 228 of the DGCL and the Company’s certificate of incorporation and bylaws, with respect to all shares of Common Stock held of record by such Majority Stockholder (which was satisfied on May 9, 2026). Each Majority Stockholder irrevocably and unconditionally agreed that, once the Company Stockholder Written Consent was delivered, such Majority Stockholder would not revoke, supersede or modify in any way the Company Stockholder Written Consent, unless and until the Support Agreement has been validly terminated in accordance with its terms. In addition, from and after the date of the Support Agreement until the earlier of the termination of the Support Agreement and the Closing, in connection with any vote required for the transactions contemplated by the Merger Agreement, each Majority Stockholder agreed to vote (or consent in writing) with respect to its shares of Common Stock as follows: (a) in favor of the adoption of the Merger Agreement and the approval of the Merger and the transactions contemplated by the Merger Agreement, (b) against any Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement, and (c) against any action or agreement that would reasonably be expected to prevent, interfere with, or impair the consummation of the Merger.

Under the Support Agreement, the Majority Stockholders further agreed, among other things, to:

 

•

irrevocably and unconditionally waive any dissenters’ rights or appraisal rights pursuant to Section 262 of the DGCL or any similar rights arising in connection with the Merger and each other transaction contemplated by the Merger Agreement with respect to all shares of Common Stock held by such Majority Stockholder;

 

•

until the Closing and subject to certain exceptions contained in the Support Agreement, not, directly or indirectly, (a) transfer (whether by merger, consolidation, division, operation of law or otherwise) any shares of Common Stock or any legal, economic or beneficial interest in any shares of Common Stock, (b) deposit any shares of Common Stock into a voting trust, grant any proxies, enter into any voting agreement or voting trust or execute or provide any power-of-attorney with respect to any shares of Common Stock, or (c) agree (whether or not in writing) to do any of the foregoing, in each case without the prior written consent of Parent; and

 

•

effective as of the Closing, provide a release, pursuant to which each Majority Stockholder, on its own behalf and on behalf of its controlled affiliates, heirs, executors, administrators, successors and assigns, releases Parent, the Surviving Corporation and each of their respective Non-Recourse Parties (as such term is defined in the Support Agreement) from any and all claims arising out of or related to the Merger Agreement and the documents contemplated thereby and the Company and its subsidiaries to the extent based upon facts, circumstances, occurrences or omissions existing, occurring or arising at or prior to the Closing, subject to certain exceptions; and, in exchange therefor, effective as of the Closing, each of Parent and Merger Sub, on its own behalf and on behalf of its controlled Affiliates,

 

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heirs, executors, administrators, successors and assigns, agreed to release the Majority Stockholders and each of their respective Non-Recourse Parties from any and all claims arising out of or related to the Merger Agreement and the documents contemplated thereby and the Company and its subsidiaries prior to the Closing to the extent based upon facts, circumstances, occurrences or omissions existing, occurring or arising at or prior to the Closing, subject to certain customary exceptions.

In addition, from and after the date of the Support Agreement until the two (2) year anniversary of the Closing Date, each Majority Stockholder agreed (i) not to, and to direct each of its affiliates and its and their respective representatives, successors and assigns to, keep confidential and not use, disclose or make available to any other person all nonpublic information in their possession regarding the Company and/or its subsidiaries, subject to certain customary exceptions; and (ii) not to cause each of its affiliates and its and their respective employees, officers, directors, successors and assigns to, directly or indirectly, solicit, hire or engage, or attempt to solicit, hire or engage, any current management-level employee of the Company or any of its subsidiaries, subject to certain customary exceptions.

The Support Agreement terminates automatically upon the earlier to occur of the valid termination of the Merger Agreement in accordance with its terms prior to the consummation of the Merger and the written agreement of all of the parties thereto. In the event of such termination, none of the parties will have any liability or obligation under the Support Agreement.

As of May 9, 2026, the Majority Stockholders collectively held approximately 93% of the issued and outstanding shares of Common Stock. A copy of the Support Agreement is attached to this Information Statement as Annex B.

 

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MARKET INFORMATION AND DIVIDENDS

The Common Stock began trading on the NYSE under the symbol “EEX” on May 3, 2017. Prior to that, there was no public market for Common Stock. As of May 9, 2026, 197,909,463 shares of Common Stock were issued and outstanding, held by 32 Stockholders of record.

Emerald has declared and paid a dividend for each quarter starting September 30, 2024 through March 31, 2026 of $0.015 per share. The Company Board has previously approved a dividend for the quarter ending June 30, 2026, of $0.015 per share, which was paid on June 1, 2026, to holders of Common Stock as of May 21, 2026. The terms of the Merger Agreement do not allow us to declare or pay a dividend between May 9, 2026 and the earlier of the consummation of the Merger or the termination of the Merger Agreement, other than as set forth in the immediately preceding sentence.

 

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APPRAISAL RIGHTS

General

Under the DGCL, Stockholders and beneficial owners of Common Stock (other than the Majority Stockholders) have the right to demand appraisal and to receive payment in cash for the “fair value” of their shares of Common Stock as determined by the Delaware Court of Chancery, together with interest, if any, as determined by the Delaware Court of Chancery on the amount determined to be the fair value, in lieu of the consideration they would otherwise be entitled to pursuant to the Merger Agreement, subject to the requirements and limitations set forth in Section 262 of the DGCL described herein. These rights are known as appraisal rights. Stockholders and beneficial owners electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect appraisal rights under Delaware law.

This section is intended as a brief summary of the material provisions of Delaware law pertaining to appraisal rights. The following discussion, however, is not a complete summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. All references in Section 262 of the DGCL and in this summary to “Stockholder” (and all references in this summary to “holder”) are to the record holder of the shares of Common Stock immediately prior to the Effective Time as to which appraisal rights are asserted. All references within Section 262 of the DGCL and this summary to “beneficial owner” mean the beneficial owner of shares of Common Stock held either in voting trust or by a nominee on behalf of such person. All references to “person” are to any individual, corporation, partnership, unincorporated association or other entity. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not a Stockholder or beneficial owner should exercise its right to seek appraisal under Section 262 of the DGCL. In view of the complexity of the provisions of Section 262 of the DGCL, Stockholders and beneficial owners wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

If the Merger is consummated, subject to certain exceptions specified in Section 262 of the DGCL and summarized below, any holder or beneficial owner of shares of Common Stock who: (a) submits a proper written demand for appraisal of such holder’s or beneficial owner’s shares of Common Stock to the Company, (b) holders of record or beneficially owns such shares on the date of the making of such demand and continuously remains the record holder or beneficial owner, as the case may be, of such shares through the Effective Time, (c) otherwise complies with the applicable procedures and requirements set forth in Section 262 of the DGCL and (d) does not thereafter withdraw his, her or its demand for appraisal of such shares will be entitled to have such holder’s or beneficial owner’s shares appraised by the Delaware Court of Chancery and receive payment in cash of the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger) as of the completion of the Merger, together with interest, if any, on the amount determined to be the fair value, in lieu of the Merger Consideration. The “fair value” of a share of Common Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the per share consideration payable to Stockholders pursuant to the Merger Agreement.

When a merger agreement is approved by written consent without a meeting pursuant to Section 228 of the DGCL, as is the case with the Merger Agreement, Section 262 requires that either a constituent corporation before, or the surviving corporation within 10 days after, the effective date of the merger notify each of the stockholders who is entitled to notice of appraisal rights as of the record date for such notice that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation and such notice must 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.

 

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This Information Statement constitutes our notice to Stockholders of the availability of appraisal rights in connection with the Merger in compliance with the requirements of Section 262 of the DGCL and a copy of the applicable statutory provisions is accessible at the following publicly available website without subscription or cost: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Stockholders or beneficial owners who wish to exercise appraisal rights or who wish to preserve the right to do so should review the following summary and the applicable statutory provisions carefully. Failure to comply strictly with the procedures of Section 262 of the DGCL in a timely and proper manner will result in the loss of appraisal rights. In addition, in accordance with Section 262(g) of the DGCL, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Emerald unless certain stock ownership conditions are satisfied by the Stockholders and beneficial owners seeking appraisal. Because of the complexity of the procedures for exercising the right to seek appraisal, Stockholders and beneficial owners who wish to exercise appraisal rights are urged to consult with their own legal and financial advisors in connection with compliance under Section 262 of the DGCL. A Stockholder who loses his, her, their or its appraisal rights will be entitled to receive the Merger Consideration pursuant to and in accordance with the Merger Agreement.

How to Exercise and Perfect Your Appraisal Rights

If you are a Stockholder or beneficial owner of Common Stock (other than a Majority Stockholder) and wish to exercise the right to seek an appraisal of your shares of Common Stock, you must satisfy each of the following conditions:

 

(i)

you must deliver to Emerald, at the address specified below, a written demand for appraisal of your shares within 20 days after the date of Emerald giving this notice. The demand must reasonably inform us of the identity of the Stockholder of record or beneficial owner, as applicable, holding the shares for which appraisal is demanded, the intention of the person to demand appraisal of his, her or its shares and, in the case of a demand made by a beneficial owner, reasonably identify the Stockholder of record of such shares and must be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such shares and a statement that such documentary evidence is a true and correct copy of what it purports to be and must provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation under Section 262 of the DGCL and to be set forth on the verified list required by Section 262(f) of the DGCL. A Stockholder’s and beneficial owner’s failure to make a written demand for appraisal on or before the expiration of such 20-day period will result in the loss of that holder’s appraisal rights. For clarity, such 20-day period will begin to run on the date of mailing of this Information Statement which shall be [•];

 

(ii)

you must not consent to, or vote in favor of, the Merger;

 

(iii)

you must continuously hold (in the case of a Stockholder demanding appraisal) or beneficially own (in the case of a beneficial owner demanding your appraisal) your shares of Common Stock from the date of making the demand through the Effective Time. You will lose your appraisal rights if you are a Stockholder of record and transfer the shares, or if you are a beneficial owner and cease to beneficially own such shares, before the Effective Time;

 

(iv)

a Stockholder or beneficial owner who has complied with the requirements of Section 262 of the DGCL or the Company must commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery requesting a determination of the fair value of the Dissenting Shares which are entitled to appraisal rights in accordance with Section 262 of the DGCL within 120 days after the Effective Time. The Surviving Corporation is under no obligation to file any petition to commence an appraisal proceeding and has no present intention of doing so; and

 

(v)

you must otherwise comply with the applicable procedures and requirements set forth in Section 262 of the DGCL.

 

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If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Merger Consideration payable in respect of your shares of Common Stock, without interest, pursuant to the terms of the Merger Agreement, but you will have no appraisal rights under Section 262 with respect to your shares of Common Stock.

In addition, because the Common Stock is listed on a national securities exchange and is expected to continue to be listed on such exchange immediately prior to the consummation of the Merger, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders and beneficial owners of shares of Common Stock who are otherwise entitled to appraisal rights, unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Common Stock eligible for appraisal or (b) the value of the consideration provided in the Merger for such total number of shares entitled to appraisal exceeds $1 million. We refer to conditions (a) and (b) as the “ownership thresholds.” At least one of the ownership thresholds must be met in order for Stockholders and beneficial owners to receive an appraisal of their shares of Common Stock in a proceeding under Section 262 of the DGCL.

Who May Exercise Appraisal Rights

A demand for appraisal must be executed by or on behalf of the Stockholder of record or beneficial owner of the shares of Common Stock (other than the Majority Stockholders). The demand must reasonably inform Emerald of the identity of the record holder, or beneficial owner, as applicable, holding the shares of Common Stock for which appraisal is demanded and that the Stockholder or beneficial owner intends to demand appraisal of his, her or its shares of Common Stock. In addition, if a demand is made by a beneficial owner, the demand must (a) reasonably identify the holder of record of the shares for which the demand is made, (b) provide documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and the office of Register in Chancery and to be set forth on the verified list required by Section 262(f) of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds shares of Common Stock as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares of Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Common Stock as to which appraisal is sought. Where no number of shares of Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Common Stock held in the name of the holder of record or beneficially owned by the beneficial owner.

If you own shares of Common Stock jointly with one or more other persons, as in a joint tenancy or tenancy in common, the demand for appraisal should be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a Stockholder of record; however, the agent must identify the holder or holders of record and expressly disclose the fact that, in exercising the demand, such person is acting as an agent.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

Emerald Holding, Inc.

100 Broadway, 14^th Floor

New York, NY 10005

Surviving Corporation’s Actions After Completion of the Merger

If the Merger is consummated, the Surviving Corporation will give written notice of the Effective Time within 10 days after the Effective Time to all of the Stockholders and beneficial owners that are entitled to appraisal rights; provided, however, that if such notice is sent more than 20 days following the sending of this Information Statement, such notice need only be sent to each Stockholder and beneficial owner who is entitled to appraisal

 

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rights and who has demanded appraisal of his, her or its shares of Common Stock in accordance with Section 262 of the DGCL. At any time within 60 days after the Effective Time, any person entitled to appraisal rights who did not commence an appraisal proceeding or join in such a proceeding as a named party will have the right to withdraw such person’s demand and to accept the Merger Consideration in accordance with the Merger Agreement for his, her or its shares of Common Stock. In addition, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any Stockholder or beneficial owner without the approval of the Delaware Court of Chancery, which approval may be conditioned on the terms the Delaware Court of Chancery deems just (including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made with respect to the allocation of the expenses of the proceeding); provided, however, that this will not affect the right of any Stockholder or beneficial owner that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such Stockholder’s or beneficial owner’s demand for appraisal and to accept the terms and the Merger Consideration offered in the Merger within 60 days after the Effective Time. Within 120 days after the Effective Time, either a record holder or a beneficial owner of shares of Common Stock, provided such person has complied with the requirements of Section 262 of the DGCL and is otherwise entitled to appraisal rights, or the Surviving Corporation 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 a Stockholder or beneficial owner, demanding an appraisal of the fair value of the shares of Common Stock held by all persons who have properly demanded appraisal. The Surviving Corporation is under no obligation to file an appraisal petition and has no present intention of doing so. If you desire to have your shares appraised, you should initiate any petitions necessary for the perfection of your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL. If, within 120 days after the Effective Time, no petition has been filed as provided in Section 262 of the DGCL, all rights to appraisal will cease and any person who previously demanded appraisal will become entitled only to the Merger Consideration, in accordance with and pursuant to the terms of the Merger Agreement.

Within 120 days after the Effective Time, any Stockholder or beneficial owner who has complied with the provisions of Section 262 of the DGCL will be entitled to receive from the Surviving Corporation, upon written request, a statement setting forth the aggregate number of shares of Common Stock with respect to which the Company has received demands for appraisal, and the aggregate number of holders or beneficial owners holding or owning those shares (for which purpose the record holder of shares held by a beneficial owner who has made a demand for appraisal shall not be considered a separate stockholder holding such shares). The Surviving Corporation must give this statement to you within the later of (a) 10 days after receipt by the Surviving Corporation of the request therefor or (b) 10 days after expiration of the period for delivery of demands for appraisal.

If a petition for appraisal is duly filed by you or another holder of record or beneficial owner of Common Stock who has properly exercised his, her or its appraisal rights in accordance with the provisions of Section 262 of the DGCL, and a copy of the petition is delivered to the Surviving Corporation, the Surviving Corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all holders and beneficial owners who have demanded appraisal of their shares and with whom agreements as to the value of their shares have not been reached by the Surviving Corporation. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed, by registered or certified mail, to the Surviving Corporation and all persons shown on the verified list at the addresses stated therein. The costs of these notices are borne by the Surviving Corporation. After notice to persons who demanded appraisal of their shares of Common Stock as may be required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal thereunder. The Delaware Court of Chancery will then determine which Stockholders and beneficial owners are entitled to appraisal rights and may require the persons demanding appraisal for their shares represented by certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and the

 

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Delaware Court of Chancery may dismiss the proceedings as to any such person who fails to comply with this direction. The Delaware Court of Chancery will also dismiss proceedings as to all Stockholders and beneficial owners if neither of the ownership thresholds described above is met. Where proceedings are not dismissed or the demand for appraisal is not successfully withdrawn, the appraisal proceeding will be conducted as to the shares of Common Stock for which the applicable Stockholders and beneficial owners thereof are entitled to appraisal, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. The Delaware Court of Chancery will thereafter determine the fair value of such shares of Common Stock at the Effective Time, 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 fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, the Surviving Corporation has the right, at any point prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person entitled to appraisal. Notwithstanding the foregoing or anything herein to the contrary, if the Surviving Corporation makes a voluntary cash payment at any time before the entry of judgment in the appraisal proceeding pursuant to subsection (h) of Section 262 of the DGCL, interest will accrue thereafter only on the sum of (a) 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 (b) interest accrued on the amount of the voluntary cash payment before such payment was made, unless such interest was paid at the time the voluntary cash payment is made. Upon application by the Surviving Corporation or by any person entitled to 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. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, less any amounts already paid in a voluntary cash payment, with interest thereon, if any, to the persons entitled to receive the same. Payment shall be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order.

In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court 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 has 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 factors which were known, or which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. The Delaware Supreme Court has recently indicated that transaction price is one of the relevant factors the Delaware Court of Chancery may consider in determining fair value and that absent deficiencies in the sale process the transaction price may be given “considerable weight.” Section 262 of the DGCL 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 Delaware Supreme Court construed Section 262 of the DGCL to mean 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.”

You should be aware that the fair value of your shares of Common Stock as determined under Section 262 of the DGCL could be more than, the same as, or less than the value that you are entitled to receive under the terms of the Merger Agreement and that an opinion of an investment banking firm as to the fairness from a financial point

 

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of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL.

Moreover, neither the Company nor Parent anticipates offering more than the Merger Consideration to any Stockholder or beneficial owner exercising appraisal rights and reserves the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL and to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Common Stock is less than the Merger Consideration. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery.

If no party files a petition for appraisal within 120 days after the Effective Time or if neither of the ownership thresholds above has been satisfied in respect of such shares, then all Stockholders and beneficial owners will lose the right to an appraisal and will instead be entitled to the Merger Consideration payable pursuant to the Merger Agreement, without interest, subject to the terms thereof.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding and may tax those costs to the parties as the Delaware Court of Chancery determines to be equitable under the circumstances. Upon application of any person whose name appears on the verified list filed by the Surviving Corporation who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may order all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares of Common Stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. In the absence of such an order, each party to the appraisal proceeding bears its own expenses of its attorneys and experts.

If you have duly demanded appraisal in compliance with Section 262 of the DGCL you may not, on or after the Effective Time, vote the shares subject to the demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of Common Stock as of a record date prior to the Effective Time.

If a person who has made a demand for an appraisal in accordance with Section 262 shall deliver to the Surviving Corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares of Common Stock in accordance with subsection (e) of Section 262, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such person to an appraisal of such shares subject to the withdrawal will cease. Notwithstanding the foregoing, an appraisal proceeding in the Delaware Court of Chancery shall not 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 for any application to the Delaware Court of Chancery made under subsection (j) of Section 262; provided, however, that any person who has not commenced an appraisal proceeding or joined such proceeding as a named party may withdraw such person’s demand for appraisal and to accept the terms and the Merger Consideration offered in the Merger within 60 days after the Effective Time. If you fail to perfect, successfully withdraw your demand for appraisal, or lose the appraisal right, your shares of Common Stock will be converted into the right to receive the Merger Consideration, in accordance with and pursuant to the Merger Agreement without interest thereon.

Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights will result in the loss of your appraisal rights. In that event, you will be entitled to receive the Merger Consideration for your shares of Common Stock in accordance with the Merger Agreement without interest. In view of the complexity of the provisions of Section 262 of the DGCL, if you are a Stockholder or beneficial owner and are considering exercising your appraisal rights under the DGCL, you are urged to consult your own legal and financial advisor.

 

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Holders and beneficial owners of Common Stock considering seeking to exercise their appraisal rights should be aware that the fair value of their shares of Common Stock as determined under Section 262 could be more than, the same as or less than the Merger Consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of Common Stock. Failure to comply strictly with all of the procedures set forth in Section 262 will result in a loss of statutory appraisal rights. The process of demanding and exercising appraisal rights requires compliance with the prerequisites of Section 262 of the DGCL.

Consequently, and in view of the complexity of the provisions of Section 262, if you wish to exercise your appraisal rights, you are urged to consult with your own legal and financial advisors in connection with compliance under Section 262 of the DGCL. To the extent there are any inconsistencies between the foregoing summary and Section 262 of the DGCL, the DGCL will govern.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of the Common Stock as of June 1, 2026 by:

 

(i)

each person known to us to beneficially own more than five percent of the Common Stock;

 

(ii)

each of our directors and executive officers; and

 

(iii)

all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. There is no Common Stock subject to options that are currently exercisable or exercisable within 60 days of June 1, 2026.

Shares of the Common Stock beneficially owned and the respective percentages of beneficial ownership of the Common Stock assumes the exercise or conversion of all options, restricted stock units and other securities convertible into the Common Stock beneficially owned by each person or entity listed below that is currently exercisable or exercisable within 60 days of June 1, 2026. Shares of common stock issuable pursuant to the exercise of stock options exercisable or restricted stock units vesting within 60 days of June 1, 2026, or securities convertible into the Common Stock within 60 days of June 1, 2026, are deemed outstanding and held by the holder of such shares of the Common Stock, options, restricted stock units, or other convertible securities for purposes of computing the percentage of the outstanding Common Stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of the outstanding Common Stock beneficially owned by any other person. The percentage of beneficial ownership of the Common Stock beneficially owned is based on 197,917,833 shares of the Common Stock outstanding as of June 1, 2026.

Unless otherwise indicated, to our knowledge, each Stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by the Stockholder and maintains an address c/o Emerald Holding, Inc. 100 Broadway, 14th Floor, New York, NY 10005.

 

Name of Beneficial Owner		Number of Shares of Common Stock(1)				Percentage of Shares of Common Stock(1)
5% Stockholders
Onex Corporation (2)			184,520,200				93.2	%
Named Executive Officers and Directors
Hervé Sedky(3)			5,588,656				2.7	%
David Doft(4)			3,726,563				1.8	%
Issa Jouaneh(5)			580,000				*
Konstantin (Kosty) Gilis(6)			-				*
Anthony Munk(7)			-				*
Michael Alicea(8)			121,854				*
Lynda Clarizio(9)			114,453				*
Todd Hyatt(10)			114,104				*
Lisa Klinger(11)			106,914				*
David Levin(12)			290,998				*
Emmanuelle Skala(13)			107,354				*
All directors and executive officers as a group (13 persons)(14)			10,982,896				5.3	%

 

*	Represents beneficial ownership of less than 1% of the Common Stock.

 

(1)	Shares of the Common Stock beneficially owned and the respective percentages of beneficial ownership of the Common Stock assumes the exercise or conversion of all options, restricted stock units and other

 

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securities convertible into the Common Stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of June 1, 2026. Shares of Common Stock issuable pursuant to the exercise of stock options exercisable or restricted stock units vesting within 60 days of June 1, 2026, or securities convertible into the Common Stock within 60 days of June 1, 2026, are deemed outstanding and held by the holder of such shares of the Common Stock, options, restricted stock units, or other convertible securities for purposes of computing the percentage of the outstanding Common Stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of the outstanding Common Stock beneficially owned by any other person. The percentage of beneficial ownership of the Common Stock beneficially owned is based on 197,917,833 shares of the Common Stock outstanding as of June 1, 2026.

On May 9, 2026, Emerald, Parent and Merger Sub entered into the Merger Agreement, pursuant to which, following the satisfaction or waiver of the conditions therein, including the passage of at least 20 calendar days after the mailing of this Information Statement, Merger Sub will merge with and into the Company, and thereupon Merger Sub will cease to exist, and the Company will become a wholly owned subsidiary of Parent. In connection with the Merger Agreement, the Majority Stockholders, in their capacity as Stockholders, entered into the Support Agreement, pursuant to which such stockholder(s), who are collectively beneficial owners of approximately 93% of the outstanding shares of Common Stock as of May 9, 2026, agreed to deliver written consents adopting the Merger Agreement and approving the transactions contemplated thereby, subject to the terms and conditions of the Support Agreement. The Merger Agreement and the Support Agreement are arrangements the operation of which will result in a change in control of the Company upon consummation of the Merger. Other than the foregoing, the Company is not aware of any arrangements, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.

 

(2)

Includes: (i) 33,135,329 shares of the Common Stock held of record by Onex Partners III LP, (ii) 1,377,397 shares of the Common Stock held of record by Onex Partners III GP LP, (iii) 423,159 shares of the Common Stock held of record by Onex US Principals LP, (iv) 420,116 shares of the Common Stock held of record by Onex Partners III PV LP, (v) 11,125,186 shares of the Common Stock held of record by Onex OP V Holdings SARL, (vi) 106,562 shares of the Common Stock held of record by Onex Partners III Select LP, (vii) 470,583 shares of the Common Stock held of record by Onex Advisor Subco III LLC, and (viii) 137,461,868 shares of the Common Stock held of record by OPV Gem Aggregator LP.

Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the Common Stock held of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation’s direct ownership and control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP; (b) Onex Partners III GP LP, through Onex Corporation’s ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP; (c) Onex US Principals LP, through Onex Corporation’s ownership of all of the equity of Onex American Holdings Subco LLC (“OAH Subco”), which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP; (d) Onex OP V Holdings SARL, through Onex Corporation’s ownership of all of the equity of OAH Subco, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding equity of Onex OP V Holdings SARL; (e) Onex Advisor Subco III LLC, through Gerald W. Schwartz’s indirect control of 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd., which owns all of the equity interest of Onex Advisor Subco III LLC; and (f) OPV Gem Aggregator LP, through Onex Corporation’s ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of Onex Partners V GP Limited, which is the general partner of OPV Gem Aggregator LP.

Effective from May 11, 2026, Mr. Gerald W. Schwartz no longer may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Onex Corporation. Mr. Schwartz

 

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beneficially owns approximately 0.2% of the Common Stock as a result of his indirect ownership of the equity of Onex Advisor Subco III LLC. Based on certain arrangements regarding the shares of Common Stock held by Onex Advisor Subco III LLC and beneficially owned by Mr. Schwartz, the shares of Common Stock beneficially owned by Mr. Schwartz will be voted in the same manner as shares of Common Stock that may be deemed to be beneficially owned by Onex Corporation. Mr. Schwartz and Onex Corporation may therefore be deemed to be a member of a “group” for purposes of Section 13(d)(3) of the Exchange Act. Mr. Schwartz disclaims beneficial ownership of the shares of Common Stock that may be deemed to be beneficially owned by Onex Corporation, and Onex Corporation disclaims beneficial ownership of the shares of Common Stock beneficially owned by Mr. Schwartz. The address for Onex Corporation and Mr. Schwartz is 161 Bay Street, Toronto, ON M5J 2S1.

 

(3)	Includes 5,338,382 shares of the Common Stock issuable upon the exercise of currently vested options.

 

(4)	Includes 3,711,207 shares of the Common Stock issuable upon the exercise of currently vested options. Excludes 227,525 shares of Company PS Awards that will not vest within 60 days of June 1, 2026.

 

(5)	Includes 570,000 shares of the Common Stock issuable upon the exercise of currently vested options.

 

(6)

and (7) Does not include shares of the Common Stock held by funds managed by an affiliate of Onex Corporation. Mr. Gilis and Mr. Munk are directors of Emerald. Mr. Gilis is a managing director and Mr. Munk is Vice Chairman of Onex Corporation. Mr. Gilis and Mr. Munk do not have voting or investment power with respect to the shares held by such funds.

 

(8)	Excludes 23,255 Company RSUs that will not vest within 60 days of June 1, 2026.

 

(9)	Excludes 23,255 Company RSUs that will not vest within 60 days of June 1, 2026.

 

(10)	Excludes 23,255 Company RSUs that will not vest within 60 days of June 1, 2026.

 

(11)	Excludes 23,255 Company RSUs that will not vest within 60 days of June 1, 2026.

 

(12)	Excludes 23,255 Company RSUs that will not vest within 60 days of June 1, 2026.

 

(13)	Excludes 23,255 Company RSUs that will not vest within 60 days of June 1, 2026.

 

(14)	Includes 9,851,589 shares of the Common Stock issuable upon the exercise of currently vested options or options that would be vested within 60 days of June 1, 2026.

 

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other documents with the SEC. These reports contain additional information about us. Our SEC filings are made electronically available to the public at the SEC’s website located at www.sec.gov. Stockholders can also obtain free copies of our SEC filings through the “SEC Filings” section of our website at https://investor.emeraldx.com/financials-and-filings/sec-filings/default.aspx. Our website address is being provided as an inactive textual reference only. The information provided on, or accessible through, our website, other than the copies of the documents listed or referenced below that have been or will be filed with the SEC, is not part of this Information Statement, and therefore is not incorporated herein by reference.

The SEC allows us to “incorporate by reference” information that we file with the SEC in other documents into this Information Statement. This means that we may disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this Information Statement. This Information Statement and the information that we file later with the SEC may update and supersede the information incorporated by reference. Such updated and superseded information will not, except as so modified or superseded, constitute part of this Information Statement. Some documents or information, such as that called for by Item 2.02 and 7.01 of the Current Report on Form 8-K, including any exhibits included with such information on Item 9.01 of Current Report on Form 8-K, are deemed furnished and not filed in accordance with SEC rules. None of those documents and none of that information is incorporated herein by reference.

We incorporate by reference in this Information Statement each document we file under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this Information Statement until the earlier of the Effective Time and termination of the Merger Agreement other than the portions of these documents that are not deemed to be “filed” in accordance with the SEC rules.

We also incorporate by reference in this Information Statement the following documents filed by us with the SEC under the Exchange Act:

 

Company Filings:		Periods:
Annual Report on Form 10-K		Fiscal Year ended December 31, 2025, as filed March 13, 2026
Definitive Proxy Statement on Schedule 14A		2026 Annual Meeting of Stockholders, as filed April 9, 2026
Quarterly Report on Form 10-Q		Quarterly Period ended March 31, 2026, as filed May 11, 2026
Current Report on Form 8-K		Filed May 11, 2026

We undertake to provide without charge to each person to whom a copy of this Information Statement has been delivered, upon written or oral request, by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any or all of the documents incorporated by reference in this Information Statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this Information Statement incorporates. You may request a copy of these filings by telephone at (949) 226-5700 or by writing to us at:

Emerald Holding, Inc.

100 Broadway, 14th Floor

New York, NY 10005

email: investor.relations@emeraldx.com

Parent, Merger Sub and Apollo have supplied, and the Company has not independently verified, the information in this Information Statement relating to Parent, Merger Sub and Apollo.

 

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Stockholders should not rely on information that purports to be made by or on behalf of the Company other than that contained in or incorporated by reference in this Information Statement. The Company has not authorized anyone to provide information on behalf of the Company that is different from that contained in this Information Statement. This Information Statement is dated [●], 2026. No assumption should be made that the information contained in this Information Statement is accurate as of any date other than that date, and the mailing of this Information Statement will not create any implication to the contrary.

 

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HOUSEHOLDING OF INFORMATION STATEMENT

We have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, Stockholders of record who have the same address and last name and did not receive an Information Statement will receive only one copy of this Information Statement, unless we are notified that one or more of these Stockholders wishes to continue receiving individual copies.

If you are eligible for householding, but you and other Stockholders of record with whom you share an address currently receive multiple copies of this Information Statement, or if you hold our stock in more than one account, and in either case you wish to receive only a single copy of the Information Statement for your household, please contact us at:

Emerald Holding, Inc.

100 Broadway, 14th Floor

New York, NY 10005

Tel: (949) 226-5700

If you participate in householding and wish to receive a separate copy of this Information Statement, or if you do not wish to continue to participate in householding and prefer to receive separate copies in the future, please contact us as indicated above.

If your shares are held in street name through a broker, bank or other intermediary, please contact your broker, bank or intermediary directly if you have questions, require additional copies of this Information Statement or wish to receive a single copy of such materials in the future for all beneficial owners of shares of our stock sharing an address.

 

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Annex A

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

by and among

EMMA BUYER, LLC,

EMMA MERGER SUB, INC.,

and

EMERALD HOLDING, INC.

Dated as of May 9, 2026

Table of Contents

 

				Page
ARTICLE I
THE MERGER					2
Section 1.1		The Merger			2
Section 1.2		Closing			2
Section 1.3		Effective Time			2
ARTICLE II
EFFECTS OF THE MERGER					3
Section 2.1		Effects of the Merger			3
Section 2.2		Certificate of Incorporation			3
Section 2.3		Bylaws			3
Section 2.4		Directors			3
Section 2.5		Officers			3
Section 2.6		Effect on Capital Stock			3
Section 2.7		Payment			4
Section 2.8		Company Equity Awards			6
Section 2.9		Adjustments to Prevent Dilution			7
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY					7
Section 3.1		Organization and Power			8
Section 3.2		Subsidiaries			8
Section 3.3		Capitalization			8
Section 3.4		Authority			10
Section 3.5		Consents and Approvals; No Violations			10
Section 3.6		Company SEC Documents			11
Section 3.7		Absence of Certain Changes or Events			12
Section 3.8		Information Supplied			12
Section 3.9		Compliance with Laws; Permits			12
Section 3.10		Tax Matters			13
Section 3.11		Related Party Transactions			14
Section 3.12		Litigation			14
Section 3.13		Employees and Employee Benefit Plans			14
Section 3.14		Intellectual Property and Privacy			17
Section 3.15		Material Contracts			18
Section 3.16		Real and Personal Property			20
Section 3.17		Environmental Laws			20
Section 3.18		Insurance Policies			21
Section 3.19		Opinion of Financial Advisor			21
Section 3.20		Brokers			21
Section 3.21		Takeover Statutes Not Applicable; No Rights Agreement			21
Section 3.22		FCPA; Anti-Bribery; International Trade			22

 

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB					22
Section 4.1		Organization			22
Section 4.2		Merger Sub			23
Section 4.3		Authority			23
Section 4.4		Consents and Approvals; No Violations			23
Section 4.5		Information Supplied			24
Section 4.6		Litigation			24
Section 4.7		Financing			24
Section 4.8		Limited Guarantee			25
Section 4.9		Share Ownership			25
Section 4.10		Brokers			25
Section 4.11		Solvency			26
Section 4.12		No Stockholder and Management Arrangements			26
ARTICLE V
COVENANTS					26
Section 5.1		Conduct of Business by the Company Pending the Merger			26
Section 5.2		Acquisition Proposals			29
Section 5.3		Company Stockholder Written Consent			31
Section 5.4		Information Statement			31
Section 5.5		Reasonable Best Efforts; Filings; Other Actions			32
Section 5.6		Access and Reports			34
Section 5.7		Publicity; Communications			36
Section 5.8		Employee Benefits			36
Section 5.9		Expenses; Transfer Taxes			37
Section 5.10		Indemnification; Directors’ and Officers’ Insurance			37
Section 5.11		Section 16 Matters			39
Section 5.12		Transaction Litigation			39
Section 5.13		State Takeover Statutes			40
Section 5.14		Obligations of Merger Sub, the Surviving Corporation and Parent			40
Section 5.15		Stock Exchange De-listing			40
Section 5.16		Parent Vote			40
Section 5.17		Resignation of Directors			40
Section 5.18		Financing Cooperation			40
Section 5.19		Financing			43
Section 5.20		Payoff Letters and Lien Releases			44
ARTICLE VI
CONDITIONS					45
Section 6.1		Conditions to Each Party’s Obligation to Effect the Merger			45
Section 6.2		Conditions to Obligations of Parent and Merger Sub			45
Section 6.3		Conditions to Obligation of the Company			46
Section 6.4		Frustration of Closing Conditions			46

 

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