UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN
PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

Check the appropriate box:

CONCURRENT COMPUTER CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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CONCURRENT COMPUTER CORPORATION

4375 River Green Parkway, Suite 100
Duluth, Georgia 30096
(678) 258-4000

November 6, 2017

To our Stockholders:

You are cordially invited to attend a special meeting of the stockholders of Concurrent Computer Corporation (“Concurrent”), which will be held at 4375 River Green Parkway, Suite 100, Duluth, Georgia 30096, on Wednesday, December 13, 2017 at 9:00 a.m. local time. Only stockholders of record at the close of business on November 3, 2017 are entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof (the “Special Meeting”).

At the Special Meeting, you will be asked to approve the sale of our content delivery and storage business (the “Asset Sale”) pursuant to the Asset Purchase Agreement (as it may be amended from time to time, the “Asset Purchase Agreement”), dated as of October 13, 2017, by and between Vecima Networks Inc., a corporation existing under the laws of Canada, and Concurrent. After careful consideration, our board of directors has unanimously determined that the Asset Sale and the form, terms and provisions of the Asset Purchase Agreement are advisable, expedient and for the best interests of Concurrent and its stockholders. The attached proxy statement contains a detailed discussion of the background of and reasons for the Asset Sale and the other business to be conducted at the Special Meeting. We encourage you to read the entire proxy statement carefully and in its entirety.

The Asset Sale, may, under Delaware law, constitute the sale of “all or substantially all of the property and assets” of Concurrent and will result in Concurrent no longer having an ongoing content delivery and storage business. If Concurrent’s stockholders do not approve the Asset Sale or if the conditions to closing set forth in the Asset Purchase Agreement are not satisfied or waived, the completion of the Asset Sale will not occur and Concurrent will continue to own and manage our content delivery and storage business. Notwithstanding approval of the Asset Sale by our stockholders at the Special Meeting, our board of directors may, subject to the terms and conditions of the Asset Purchase Agreement, abandon the Asset Sale without further action by the stockholders.

At the Special Meeting, you will also be asked to consider and vote upon proposals (i) to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Concurrent’s named executive officers in connection with the Asset Sale and (ii) to adjourn the Special Meeting to a later time or date, if necessary or appropriate (as determined in good faith by our board of directors), from time to time, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale.

The board of directors has unanimously approved each of the proposals and recommends that you vote “FOR” the proposal to approve the Asset Sale, “FOR” the advisory proposal on named executive officer sale-related compensation, and “FOR” the adjournment proposal.

Your vote is very important to us.  Whether or not you plan to attend the Special Meeting, please sign and date the enclosed proxy and return it promptly in the envelope provided, or vote via Internet or telephone. Instructions are provided on the proxy card. Returning the proxy card does not deprive you of your right to attend the Special Meeting and to vote your shares in person. Failure to vote (either by proxy or in person by ballot), abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the proposal to approve the Asset Sale but will not have an effect on the other proposals.

On behalf of your board of directors, thank you for your continued support.

Sincerely,

Wayne Barr, Jr.
Chairman

The proxy statement is dated November 6, 2017, and is first being mailed to stockholders on or about November 6, 2017.

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CONCURRENT COMPUTER CORPORATION

4375 River Green Parkway, Suite 100
Duluth, Georgia 30096
(678) 258-4000

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On December 13, 2017

 

To our Stockholders:

A special meeting of the stockholders of Concurrent Computer Corporation (“Concurrent”) will be held at 4375 River Green Parkway, Suite 100, Duluth, Georgia 30096, on Wednesday, December 13, 2017 at 9:00 a.m. local time. At the special meeting or any postponement, adjournment or delay thereof (the “Special Meeting”), you will be asked to consider and vote upon the following proposals:

Our board of directors has specified November 3, 2017 as the record date (the “Record Date”) for the Special Meeting. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Special Meeting.

Our board of directors has unanimously approved each of the proposals and recommends that you vote (1) “FOR” the proposal to approve the Asset Sale, (2) “FOR” the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to Concurrent’s named executive officers in connection with the Asset Sale, and (3) “FOR” adjourning the Special Meeting to a later time or date, if necessary or appropriate (as determined in good faith by our board of directors), from time to time, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale.

Your prompt cooperation is greatly appreciated.

By Order of the Board of Directors,

Heather Asher
Corporate Secretary

Duluth, Georgia
November 6, 2017

Your vote is very important to us.  Whether or not you expect to attend the Special Meeting, please sign the enclosed proxy and return it promptly in the envelope provided, or vote via Internet or telephone. Instructions are provided on the proxy card. Returning the proxy card does not deprive you of your right to attend the Special Meeting and to vote your shares in person. Failure to vote (either by proxy or in person by ballot), abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the proposal to approve the Asset Sale but will not have an effect on the other proposals.

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		Page
SUMMARY TERM SHEET			1
The Parties to the Asset Sale			1
The Asset Sale			1
Net Proceeds from the Asset Sale			2
Post-Closing Business and Use of Net Proceeds from the Asset Sale			2
Risk Factors Relating to the Proposal to Approve the Asset Sale			2
The Special Meeting			2
Treatment of Equity Awards in the Asset Sale			4
Interests of Concurrent’s Directors and Executive Officers in the Asset Sale			4
Reasons for the Asset Sale; Recommendation of Our Board of Directors			4
Opinion of Needham & Company			4
Agreements Related to the Asset Purchase Agreement			5
Financing for the Asset Sale			5
Regulatory Approvals			5
No Solicitation of Other Offers			5
Conditions to the Closing			5
Termination of the Asset Purchase Agreement			6
Termination Fee			7
Escrow			7
Indemnification			7
Change of Name			8
Accounting Treatment of the Asset Sale			8
Certain U.S. Federal Income Tax Consequences of the Asset Sale			8
No Appraisal Rights in Respect of the Asset Sale			8
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ASSET SALE			9
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION			15
THE SPECIAL MEETING			16
Date, Time, and Place			16
Purpose			16
Record Date; Stockholders Entitled to Vote			16
Quorum			16
Vote Required for Approval			17
Effects of Abstentions and Broker Non-Votes			17
If You Plan to Attend the Special Meeting			18
Proxies and Revocation			18
Adjournments			18
Common Stock Ownership of Directors and Executive Officers			18
Solicitation of Proxies			19

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		Page
Other Matters			19
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on December 13, 2017			19
Questions and Additional Information			19
THE ASSET SALE (PROPOSAL NO. 1)			20
The Parties to the Asset Sale			20
Background of the Asset Sale			20
Reasons for the Asset Sale; Recommendation of Our Board of Directors			32
Opinion of Needham & Company			36
Net Proceeds from the Asset Sale			42
Post-Closing Business and Use of Net Proceeds from the Asset Sale			42
Interests of Concurrent’s Directors and Executive Officers in the Asset Sale			42
Quantification of Payments and Benefits to Concurrent’s Named Executive Officers			45
Agreements Related to the Asset Purchase Agreement			46
Stockholder Approval of the Asset Sale			47
No Changes to the Rights of Stockholders			47
No Appraisal Rights in Respect of the Asset Sale			47
Regulatory Approvals			47
Change of Name			47
Accounting Treatment of the Asset Sale			48
Certain U.S. Federal Income Tax Consequences of the Asset Sale			48
RISK FACTORS RELATING TO THE PROPOSAL TO APPROVE THE ASSET SALE			49
THE ASSET PURCHASE AGREEMENT			56
General			56
Assets to be Sold			56
Excluded Assets			57
Assumed Liabilities			58
Excluded Liabilities			58
Purchase Price and Closing Adjustment			58
Escrow			58
Post-Closing Purchase Price Adjustment			58
Closing			59
Representations and Warranties			59
Material Adverse Effect			60
Survival of Representations, Warranties, and Covenants			61
Conduct of the Business Prior to Closing			61
Access to Content Delivery and Storage Business and Purchased Assets			62
Employees			62
Conditions to the Closing			62

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		Page
Termination of the Asset Purchase Agreement			63
Acquisition Proposals			63
Recommendation Withdrawal/Termination in Connection with a Superior Proposal			64
Termination Fee			64
Indemnification			65
Fees and Expenses			65
Governing Law and Venue			66
Specific Performance			66
PROJECTED FINANCIAL INFORMATION			67
Important Information Concerning the Management Forecasts			67
Additional Information Concerning the Management Forecasts			68
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER SALE-RELATED COMPENSATION (PROPOSAL NO. 2)			70
The Named Executive Officer Sale-Related Compensation Proposal			70
Vote Required and Board Recommendation			70
ADJOURNMENT OF THE SPECIAL MEETING (PROPOSAL NO. 3)			71
The Adjournment Proposal			71
Vote Required and Board Recommendation			71
MARKET PRICE OF COMMON STOCK			72
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			73
SUBMISSION OF STOCKHOLDER PROPOSALS			74
OTHER MATTERS			74
WHERE YOU CAN FIND MORE INFORMATION			75
Annex A Asset Purchase Agreement			A-1
Annex B Opinion of Needham & Company, LLC			B-1
Annex C Unaudited Pro Forma Financial Statements			C-1
Annex D Annual Report on Form 10-K for the fiscal year ended June 30, 3017			D-1
Annex E Current Report on Form 8-K filed on October 20, 2017			E-1

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SUMMARY TERM SHEET

This summary term sheet highlights selected information included elsewhere in this proxy statement related to the proposed sale of our Content Delivery and Storage Business, pursuant to the terms and conditions of the Asset Purchase Agreement. The Asset Purchase Agreement is attached as Annex A to this proxy statement. We encourage you to read the Asset Purchase Agreement carefully and in its entirety.

This summary term sheet may not contain all of the information that is important to you. To understand the Asset Purchase Agreement more fully and for a more complete description of the legal terms of the Asset Sale, you should carefully read this entire proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement. Each item in this summary term sheet includes page references directing you to a more complete description of that item in this proxy statement. See “Where You Can Find More Information” beginning on page 75.

In this proxy statement, references to (i) “Concurrent,” “we,” “our” or “us” refer to Concurrent Computer Corporation and its subsidiaries, (ii) “the board” or “the board of directors” refer to the board of directors of Concurrent Computer Corporation, (iii) “Vecima” refers to Vecima Networks Inc. and its subsidiaries unless, in each case, otherwise indicated or the context otherwise requires and (iv) “Asset Purchase Agreement” refers to the Asset Purchase Agreement as it may be amended from time to time.

The Parties to the Asset Sale (Page 20)

Concurrent Computer Corporation

Concurrent is a Delaware corporation dedicated to global software and solutions focused on storing, protecting, transforming, and delivering visual media. Concurrent operates a content delivery and storage business (the “Content Delivery and Storage Business”) that consists of software, hardware and services for intelligently storing, processing and streaming video content to a variety of consumer devices. Our streaming, video processing and storage products and services are deployed by service providers to support consumer-facing video applications including live broadcast video, video-on-demand and time-shifted television services such as cloud-based digital video recording. Our principal assets consist of the Content Delivery and Storage Business described in this proxy statement (which is the subject of the Asset Sale to be voted on at the Special Meeting to which this proxy statement relates), net operating loss carry forwards under applicable U.S., state, and foreign tax laws, and cash and cash equivalents. Our common stock is listed on The NASDAQ Global Market under the symbol “CCUR”. Our principal executive office is located at 4375 River Green Parkway, Suite 100, Duluth, Georgia 30096, and our main telephone number is (678) 258-4000.

Vecima Networks Inc.

Vecima is a globally recognized leader in creating breakthrough technology solutions that empower network service providers to connect people and enterprises to information and entertainment worldwide. Vecima products for the cable industry allow service providers a cost-effective Last Mile Solution® for both video and broadband access, especially in the demanding business services market segment. Vecima also provides fleet managers the key information and analytics they require to optimally manage their business under the Contigo, Nero Global Tracking, and FleetLynx brands. Vecima’s common stock is listed on the Toronto Stock Exchange under the symbol “VCM”. Vecima’s principal executive office is located at 771 Vanalman Avenue, Victoria, British Columbia V8Z 3B8, Canada, and its main telephone number is (250) 881-1982.

The Asset Sale

If the Asset Sale is approved by our stockholders and the other conditions to closing set forth in the Asset Purchase Agreement are satisfied or waived, Vecima will purchase substantially all of the assets and assume specified liabilities of the Content Delivery and Storage Business for $29 million in cash, subject to a net working capital adjustment as described below. At the closing, $1.45 million of the purchase price will be placed into escrow for a period of 12 months as security for the performance of our indemnification obligations under the Asset Purchase Agreement. Concurrent will continue as a public company after the closing of the Asset Sale but will no longer receive any revenue from the Content Delivery and Storage

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Business. The Asset Purchase Agreement is attached as Annex A to this proxy statement. We encourage you to read the Asset Purchase Agreement carefully and in its entirety because it is the legal document that governs the Asset Sale.

Net Proceeds from the Asset Sale (Page 42)

If the Asset Sale is completed, Concurrent will receive at the closing of the Asset Sale $27.55 million in cash, subject to adjustment for estimated net working capital as of the closing. The remaining $1.45 million of the $29 million purchase price will be placed into escrow for a period of 12 months as security for the performance of our indemnification obligations under the Asset Purchase Agreement. The net proceeds of the Asset Sale retained by Concurrent will depend on final transaction expenses, taxes payable as a result of the Asset Sale and the estimated net working capital calculation on the closing date.

Post-Closing Business and Use of Net Proceeds from the Asset Sale (Page 42)

Following the Asset Sale, our primary assets will be approximately $63 million in cash, cash equivalents and short-term investments, $3.45 million in escrow receivables related to the escrow agreements we entered into in connection with the sale of our Linux and real-time business (the “Real-Time Business”) and the Escrow Agreement described herein, and approximately $48 million in U.S. federal net operating loss carryforwards. The board of directors has formed an investment committee consisting of Wayne Barr, Robert Pons, and Steven Singer (the “Investment Committee”) to evaluate options to maximize the value of our remaining assets, including identifying potential opportunities to invest in or acquire one or more operating businesses that provide opportunities for appreciation in value. As of the date hereof, the Investment Committee has not identified any specific acquisition or investment target. If the Investment Committee is unable to identify a suitable acquisition target that is appropriately valued, we may consider alternatives for returning capital to stockholders while we wind up our affairs. If we wind up our affairs and liquidate under applicable law, our net operating loss carryforwards will be forfeited.

On October 27, 2017, the board of directors determined that Concurrent will (i) make the regularly scheduled quarterly dividend payment of $0.12 per share of common stock in December 2017 and (ii) suspend future dividend payments while the Investment Committee considers potential acquisition targets and alternative uses of our remaining assets, including the proceeds of the Asset Sale.

If the Asset Sale is completed, a portion of the purchase price received by Concurrent at closing will be used to pay transaction expenses related to the Asset Sale and other retained liabilities of Concurrent. In addition to the portion of the purchase price payable by Vecima into escrow, Concurrent intends to retain sufficient assets to cover Concurrent’s potential contingent liabilities, including those arising from the defined benefit pension plans maintained for a number of former employees of Concurrent’s German subsidiary.

Risk Factors Relating to the Proposal to Approve the Asset Sale (Page 49)

In considering whether to vote in favor of the Asset Sale, you should consider a number of risks and uncertainties, including, among others, that:

The Special Meeting (Page 16)

Date, Time and Place.  The Special Meeting will be held at 4375 River Green Parkway, Suite 100, Duluth, Georgia 30096, on Wednesday, December 13, 2017 at 9:00 a.m. local time.

Purpose.  You will be asked to consider and vote upon the following proposals:

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Record Date and Quorum.  You are entitled to vote at the Special Meeting if you owned shares of our common stock at the close of business on the Record Date. You will have one vote for each share of our common stock that you owned on the Record Date. As of the Record Date, there were 9,893,228 shares of our common stock issued, outstanding and entitled to vote at the Special Meeting. A majority of the shares of our common stock issued, outstanding and entitled to vote at the Special Meeting constitutes a quorum for the purpose of considering the proposals.

Vote Required.  The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to approve the Asset Sale. Approval of each of the advisory proposal on named executive officer sale-related compensation and the adjournment proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the proposal, but is not a condition to the completion of the Asset Sale. Notwithstanding approval of the Asset Sale by our stockholders at the Special Meeting, our board of directors may, subject to the terms and conditions of the Asset Purchase Agreement, abandon the Asset Sale without further action by the stockholders.

Common Stock Ownership of Directors and Executive Officers.  As of November 3, 2017, the directors and executive officers of Concurrent had, or were deemed to have, beneficial ownership of, in the aggregate, approximately 3.2% of the shares of our common stock entitled to vote at the Special Meeting. Simultaneously with the execution of the Asset Purchase Agreement, director and chief executive officer Derek Elder, chief financial officer Warren Sutherland, and directors Wayne Barr, Robert Pons, and Dilip Singh entered into a Voting Agreement (solely in their capacity as stockholders) together with JDS1, LLC, our largest stockholder and beneficial owner of approximately 17.7% of our issued and outstanding common stock based on public filings as of November 3, 2017, with Vecima pursuant to which, among other things, each of them agreed to vote to approve the Asset Sale, as described under the heading “The Asset Sale (Proposal No. 1) — Agreements Related to the Asset Purchase Agreement”.

Voting and Proxies.  Any stockholder of record entitled to vote at the Special Meeting may submit a proxy by returning the enclosed proxy card by mail, by voting via Internet or telephone, or by voting by ballot by appearing in person at the Special Meeting. If you hold your shares in “street name,” you should instruct your broker how to vote in accordance with the voting instruction card you will receive from your bank, broker or other nominee. The failure of any stockholder to submit a signed proxy card, to vote by Internet or telephone, or to vote in person by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to approve the Asset Sale but will not have an effect on the advisory proposal on named executive officer sale-related compensation or the adjournment proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to approve the Asset Sale but will not have an effect on the advisory proposal on named executive officer sale-related compensation or the adjournment proposal. Your prompt cooperation is greatly appreciated.

Revocability of Proxy.  If you hold your shares in your name as a stockholder of record, you have the right to change or revoke your proxy at any time before the vote is taken at the Special Meeting in any of the following ways:

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If you hold your shares in “street name” through a bank, broker or other nominee, and you wish to change or revoke your proxy at any time before the vote is taken at the Special Meeting, please follow the directions received from your bank, broker or other nominee to change or revoke those instructions.

Treatment of Equity Awards in the Asset Sale (Page 42)

The compensation committee of our board of directors (the “Compensation Committee”) has determined that the Asset Sale constitutes a change in control under our Amended and Restated 2011 Stock Incentive Plan (our “Equity Incentive Plan”). Accordingly, the Compensation Committee has recognized the acceleration of the vesting and the lapse of restrictions on all equity awards, including stock options, stock appreciation rights and restricted stock, granted under our Equity Incentive Plan and payment of any associated accrued dividends in connection with the consummation of the Asset Sale.

Interests of Concurrent’s Directors and Executive Officers in the Asset Sale (Page 42)

Certain of our directors and executive officers may have interests in the Asset Sale that are different from, or in addition to, your interests as a stockholder and that may create potential conflicts of interest. Our board of directors was aware that these interests existed when it approved the Asset Purchase Agreement and the Asset Sale.

Reasons for the Asset Sale; Recommendation of Our Board of Directors (Page 32)

After careful consideration, our board of directors has unanimously determined that the Asset Sale and the form, terms and provisions of the Asset Purchase Agreement are advisable, expedient and for the best interests of Concurrent and its stockholders. Our board of directors has approved the Asset Purchase Agreement and the transactions contemplated by the Asset Purchase Agreement, including the sale of the Content Delivery and Storage Business. A discussion of the material factors considered by our board in reaching its conclusions can be found under the heading “The Asset Sale (Proposal No. 1) — Reasons for the Asset Sale; Recommendation of Our Board of Directors.” Our board of directors unanimously recommends that you vote “FOR” the proposal to approve the Asset Sale, “FOR” the advisory proposal on named executive officer sale-related compensation, and “FOR” the adjournment proposal.

Opinion of Needham & Company (Page 36)

On October 13, 2017, Needham & Company, LLC (“Needham & Company”) delivered its oral opinion to our board of directors, which was subsequently confirmed in writing, that, as of that date and based upon and subject to the assumptions and other matters described in the written opinion, the consideration to be received by Concurrent in the Asset Sale pursuant to the Asset Purchase Agreement was fair to Concurrent from a financial point of view. As discussed under the heading “— Initial Consideration to be Received by Concurrent”, the cash payment described above is subject to adjustment pursuant to the terms of the Asset Purchase Agreement.

The full text of the written opinion of Needham & Company, dated October 13, 2017, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on and scope of the review undertaken in connection with the opinion, is attached as Annex B. Needham & Company provided its opinion for the information and assistance of our board of directors in connection with our board of directors’ consideration of the Asset Sale. The Needham & Company opinion does not address any other aspect of the Asset Sale and is not a recommendation to any stockholder of Concurrent as to how that stockholder should vote or act on any matter relating to the Asset Sale.

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Agreements Related to the Asset Purchase Agreement (Page 46)

In connection with the Asset Sale, we and Vecima have agreed to enter into the Transition Services Agreement, providing that we and Vecima will each provide certain services requested by the other party following the closing of the Asset Sale, the Escrow Agreement and the Non-Compete Agreement. The Non-Compete Agreement provides that until the third anniversary of the closing of the Asset Sale, we will not:

In addition, Vecima and certain of our stockholders entered into the Voting Agreement.

Financing for the Asset Sale

There is no financing contingency in the Asset Purchase Agreement.

Regulatory Approvals (Page 47)

Neither we nor Vecima are aware of any regulatory requirements or governmental approvals or actions that may be required to consummate the Asset Sale, except for compliance with the applicable regulations of the Securities and Exchange Commission (the “SEC”) in connection with this proxy statement.

No Solicitation of Other Offers (Page 63)

In connection with the Asset Purchase Agreement, we have agreed not to:

Notwithstanding these restrictions, we may engage in the acts described above if we receive an unsolicited and bona fide acquisition proposal prior to approval of the Asset Sale by our stockholders at the Special Meeting, and our board of directors determines in good faith that such acquisition proposal constitutes or could reasonably be expected to lead to a superior proposal (see “The Asset Purchase Agreement — Acquisition Proposals” for the definition of superior proposal).

Conditions to the Closing (Page 62)

Each party’s obligation to effectuate the Asset Sale is subject to the satisfaction or waiver of the following conditions:

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Vecima’s obligation to effectuate the Asset Sale is subject to the satisfaction or waiver of the following additional conditions:

Our obligation to effectuate the Asset Sale is subject to the satisfaction or waiver of the following additional conditions:

Termination of the Asset Purchase Agreement (Page 63)

The Asset Purchase Agreement may be terminated at any time prior to the closing as follows:

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Termination Fee (Page 64)

We must pay a termination fee of $1.45 million in cash to Vecima under the following circumstances:

Escrow (Page 58)

At the closing, $1.45 million of the total cash consideration will be placed into escrow and serve as security for the performance of our indemnification obligations under the Asset Purchase Agreement. On the date that is 12 months following the closing, the escrow agent will release to us the balance of the escrow amount that has not been distributed to Vecima to satisfy indemnified losses, except that the escrow agent will retain some or all of the escrow amount to the extent necessary to satisfy unresolved claims for indemnification, if any.

Indemnification (Page 65)

Concurrent and Vecima have agreed to indemnify each other after the closing of the Asset Sale for losses sustained under certain circumstances, as more fully described in this proxy statement and the Asset Purchase Agreement.

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Change of Name (Page 47)

Among the assets being transferred to Vecima under the Asset Purchase Agreement is the limited right to use the name “Concurrent Computer Corporation.” Accordingly, following the closing, we anticipate that we will file a certificate of amendment to our certificate of incorporation and amend our bylaws for the purpose of effecting a corporate name change.

Pursuant to Section 242(b)(1) of the Delaware General Corporation Law and our bylaws, the name change and related certificate of amendment will not require stockholder approval but will need to be approved by our board of directors. Our board of directors has not yet made a final decision on a new name for the company. If the Asset Sale is not consummated, our name will remain “Concurrent Computer Corporation.”

Accounting Treatment of the Asset Sale (Page 48)

The Asset Sale is expected to be accounted for as a sale of a business for accounting purposes. At the closing of the Asset Sale, any excess of purchase price received by us, less transaction expenses, over the book value of the assets sold will be recognized as a gain for financial accounting purposes. In subsequent reporting periods, the Content Delivery and Storage Business for current and prior years, including any gain on the sale of the assets, will be presented as a discontinued operation for financial reporting purposes.

Certain U.S. Federal Income Tax Consequences of the Asset Sale (Page 48)

The Asset Sale will be a taxable event to us for U.S. federal income tax purposes. We do not, however, anticipate that we will incur significant U.S. federal income tax liabilities as a result of the transaction due to the availability of net operating loss carryforwards. We anticipate that the Asset Sale will result in alternative minimum tax and state income taxes to us, but we do not expect that the Asset Sale will result in any U.S. federal income tax consequences to our stockholders.

No Appraisal Rights in Respect of the Asset Sale (Page 47)

Neither Delaware law nor our certificate of incorporation provides for stockholder appraisal rights in connection with the Asset Sale.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ASSET SALE

The following questions and answers are intended to address briefly some commonly asked questions regarding the sale of the Content Delivery and Storage Business, the Asset Purchase Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a stockholder of Concurrent. Please refer to the “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement. See “Where You Can Find More Information”, beginning on page 75.

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See “The Asset Sale (Proposal No. 1) — Post-Closing Business and Use of Net Proceeds from the Asset Sale”.

If the Asset Sale is not approved by Concurrent’s stockholders, or if the Asset Sale is not completed for any other reason, (i) we may be required to pay a termination fee of $1.45 million to Vecima under certain circumstances, (ii) we may have difficulty recouping the costs incurred in connection with negotiating the Asset Sale, (iii) our relationships with our customers, suppliers and employees may be damaged and our business may be harmed, and (iv) the market price for our common stock may decline.

If the Asset Sale is not completed, we may explore other potential transactions, including a sale of the Content Delivery and Storage Business to another party on such terms as our board of directors may approve. The terms of an alternative transaction may be less favorable to us than the terms of the Asset Sale and there can be no assurance that we will be able to reach agreement with or complete an alternative transaction with another party.

Notwithstanding approval of the Asset Sale by our stockholders at the Special Meeting, our board of directors may, subject to the terms and conditions of the Asset Purchase Agreement, abandon the Asset Sale without further action by the stockholders.

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Following the Asset Sale, our primary assets will be approximately $63 million in cash, cash equivalents and short-term investments, $3.45 million in escrow receivables related to the escrow agreements we entered into in connection with the sale of the Real-Time Business and the Escrow Agreement described herein, and approximately $48 million in U.S. federal net operating loss carryforwards. Following the Asset Sale, our remaining liabilities will consist solely of the liabilities retained in the Asset Sale, including certain director and officer indemnification obligations, accrued transaction expenses and pension liabilities (including with respect to the defined benefit pension plans maintained for a number of former employees of Concurrent’s German subsidiary). Following the completion of the Asset Sale, the Content Delivery and Storage Business will be owned and operated by Vecima, and we will have no interest in, and will receive no income from, the Content Delivery and Storage Business.

Even though we currently satisfy the continued listing standards for The NASDAQ Global Market, following the completion of the Asset Sale, we may fail to satisfy the continued listing standards of The NASDAQ Global Market. In the event that we are unable to satisfy the continued listing standards of The NASDAQ Global Market, our common stock may be delisted from that market. Any delisting of our common stock from The NASDAQ Global Market could adversely affect our ability to attract new investors, decrease the liquidity of our outstanding shares of common stock, reduce our flexibility to raise additional capital, reduce the price at which our common stock trades and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders. In addition, delisting of our common stock could deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our securities at all. For these reasons and others, delisting could adversely affect the price of our common stock and our business, financial condition and results of operations.

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If you return your signed and dated proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted “FOR” the proposal to approve the Asset Sale, “FOR” the advisory proposal on named executive officer sale-related compensation, and “FOR” the adjournment proposal. The failure of any stockholder to submit a signed proxy card, to vote by Internet or telephone, or to vote in person by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to approve the Asset Sale but will not have an effect on the advisory proposal on named executive officer sale-related compensation or the adjournment proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to approve the Asset Sale but will not have an effect on the advisory proposal on named executive officer sale-related compensation or the adjournment proposal. A vote to “ABSTAIN” will have the same effect as a vote “AGAINST” the proposal to approve the Asset Sale but will not have an effect on the advisory proposal on named executive officer sale-related compensation or the adjournment proposal.

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If you hold your shares in “street name” through a bank, broker or other nominee, and you wish to change or revoke your proxy at any time before the vote is taken at the Special Meeting, please follow the directions received from your bank, broker or other nominee to change or revoke those instructions.

Broker non-votes typically exist only where a single proxy contains both “routine” and “non-routine” proposals. The proposal to approve the Asset Sale, the advisory proposal on executive compensation and the adjournment proposal are each considered to be a “non-routine” matter and as a result, brokers and nominees cannot vote your shares on these proposals in the absence of your direction. Accordingly, we do not expect that there will be broker discretionary voting on at least one proposal and, thus, we do not expect any “broker non-votes” at the Special Meeting. In that case, shares held in “street name” and for which voting instructions have not been received, cannot be voted by the broker, will not count as present and entitled to vote for purposes of determining a quorum, will have the same effect as votes “AGAINST” the proposal to approve the Asset Sale and will not have an effect on the advisory proposal on executive compensation or the adjournment proposal. If, however, there are any “broker non-votes” received, they will count as present and entitled to vote for purposes of determining a quorum, will have the same effect as votes “AGAINST” the proposal to approve the Asset Sale and will not have an effect on the advisory proposal on executive compensation or the adjournment proposal.

If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a voting instruction form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.

These should each be voted and/or returned separately as described elsewhere in this proxy statement in order to ensure that all of your shares are voted.

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The Proxy Advisory Group, LLC
18 East 41^st Street, 20^th Floor
New York, New York 10017
Call Toll Free: (888) 337-7699 or (888)-55-PROXY
Banks and Brokerage Firms Call Collect: (212) 616-2180

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents to which we refer you in this proxy statement, include forward-looking statements based on estimates and assumptions. There are forward-looking statements throughout this proxy statement, and in statements containing words such as “believes,” “estimates,” “anticipates,” “continues,” “contemplates,” “expects,” “may,” “will,” “could,” “should” or “would” or other similar words or phrases. These statements, which are based on information currently available to us, are not guarantees of future performance and may involve risks and uncertainties that could cause our actual growth, results of operations, performance and business prospects, and opportunities to materially differ from those expressed in, or implied by, these statements. These forward-looking statements speak only as of the date on which the statements were made and, except as required by applicable securities laws, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statement included in this proxy statement or elsewhere. In addition to other factors and matters contained or incorporated in this document, these statements are subject to risks, uncertainties, and other factors, including, among others:

Additional risks and uncertainties which could affect our financial condition or results are discussed in our Annual Report on Form 10-K for the fiscal year ended June 30, 3017, which is attached as Annex D to this proxy statement.

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THE SPECIAL MEETING

Date, Time, and Place

The Special Meeting will be held at 4375 River Green Parkway, Suite 100, Duluth, Georgia 30096, on Wednesday, December 13, 2017 at 9:00 a.m. local time.

Purpose

The purpose of the Special Meeting is for our stockholders to consider and vote upon the following proposals:

Our stockholders must approve the Asset Sale for closing of the Asset Sale to occur. If our stockholders fail to approve the Asset Sale, closing of the Asset Sale will not occur. Notwithstanding approval of the Asset Sale by our stockholders at the Special Meeting, our board of directors may, subject to the terms and conditions of the Asset Purchase Agreement, abandon the Asset Sale without further action by the stockholders. A copy of the Asset Purchase Agreement is attached to this proxy statement as Annex A, and certain provisions of the Asset Purchase Agreement are described under the heading “The Asset Purchase Agreement.”

The vote on the named executive officer sale-related compensation proposal is a vote separate and apart from the vote on the proposal to approve the Asset Sale. Accordingly, you may vote to approve the Asset Sale and vote not to approve the named executive officer sale-related compensation proposal and vice versa. Because the vote on the named executive officer sale-related compensation proposal is advisory only, it will not be binding on either Concurrent or Vecima. Accordingly, if the Asset Sale is approved by our stockholders and completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding, advisory vote of our stockholders.

We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting. If, however, such a matter is properly presented at the Special Meeting or any adjournment or postponement thereof, the persons appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies. This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about November 6, 2017.

Record Date; Stockholders Entitled to Vote

You are entitled to vote at the Special Meeting if you owned shares of our common stock at the close of business on the Record Date. On the Record Date, there were 9,893,228 shares of our common stock outstanding and entitled to vote at the Special Meeting. Each share of our common stock entitles its holder to one vote on all matters properly coming before the Special Meeting.

Quorum

A quorum of the holders of the outstanding shares of our common stock must be present for the Special Meeting to be held. A quorum is present if the holders of a majority of the issued and outstanding shares of our common stock entitled to vote are present at the meeting, either in person or represented by proxy. Abstentions and broker non-votes, if any, are counted as present for the purpose of determining whether a quorum is present. A broker non-vote occurs on an item when a broker is not permitted to vote on that item without instructions from the beneficial owner of the shares and no instructions from such beneficial owner are given. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned or postponed to allow for the solicitation of additional proxies.

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Vote Required for Approval

The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to approve the Asset Sale. Approval of the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to Concurrent’s named executive officers in connection with the Asset Sale requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the proposal, but is not a condition to the completion of the Asset Sale. Approval of the proposal to adjourn the Special Meeting to a later time or date, if necessary or appropriate (as determined in good faith by our board of directors), from time to time, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the proposal, but is not a condition to the completion of the Asset Sale.

The failure of any stockholder to submit a signed proxy card, to vote by Internet or telephone, or to vote in person by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to approve the Asset Sale but will not have an effect on the advisory proposal on named executive officer sale-related compensation or the adjournment proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to approve the Asset Sale but will not have an effect on the advisory proposal on named executive officer sale-related compensation or the adjournment proposal.

Effects of Abstentions and Broker Non-Votes

For each of the proposals to be considered and voted upon at the Special Meeting, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Shares voted as abstentions will be counted for purposes of determining the presence of a quorum at the Special Meeting but will be treated as unvoted, although present and entitled to vote, for purposes of determining whether a proposal is approved. As a result, votes of “ABSTAIN” will have the same effect as a vote “AGAINST” the proposal to approve the Asset Sale but will not have an effect on the advisory proposal on named executive officer sale-related compensation or the adjournment proposal.

Under the rules and interpretations of the New York Stock Exchange, brokers who hold shares in “street name” for customers (including NASDAQ-listed securities like our common stock) have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to matters deemed “non-routine”, including any director election, contested matter or other matter that may substantially affect the rights and privileges of stockholders. As a result, absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares on “non-routine” matters, which are referred to generally as “broker non-votes.”

Broker non-votes typically exist only where a single proxy contains both “routine” and “non-routine” proposals. The proposal to approve the Asset Sale, the advisory proposal on executive compensation and the adjournment proposal are each considered to be a “non-routine” matter and as a result, brokers and nominees cannot vote your shares on these proposals in the absence of your direction. Accordingly, we do not expect that there will be broker discretionary voting on at least one proposal and, thus, we do not expect any “broker non-votes” at the Special Meeting. In that case, shares held in “street name” and for which voting instructions have not been received, cannot be voted by the broker, will not count as present and entitled to vote for purposes of determining a quorum, will have the same effect as votes “AGAINST” the proposal to approve the Asset Sale and will not have an effect on the advisory proposal on executive compensation or the adjournment proposal.

If, however, there are any “broker non-votes” received, they will count as present and entitled to vote for purposes of determining a quorum, will have the same effect as votes “AGAINST” the proposal to approve the Asset Sale and will not have an effect on the advisory proposal on executive compensation or the adjournment proposal.

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If You Plan to Attend the Special Meeting

Attendance at the Special Meeting will be limited to stockholders as of the Record Date. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts or by a bank or other nominee may be required to show a brokerage statement or account statement reflecting stock ownership as of the Record Date. Cameras, recording devices and other electronic devices will not be permitted at the Special Meeting. You may contact our Investor Relations Department by calling (415) 652-9100 or through an e-mail request to dsherk@evcgroup.com for directions to the Special Meeting.

Proxies and Revocation

If you submit a proxy by returning a signed proxy card by mail, your shares will be voted at the Special Meeting as you indicate. If you sign your proxy card without indicating your vote, your shares will be voted “FOR” the proposal to approve the Asset Sale, “FOR” the advisory proposal on named executive officer sale-related compensation, and “FOR” the adjournment proposal and in accordance with the discretion of the persons named on the enclosed proxy card on any other matters properly brought before the Special Meeting for a vote.

If your shares of common stock are held in street name, you will receive instructions from your bank, broker or other nominee that you must follow in order to have your shares voted. If you do not instruct your broker to vote your shares, it has the same effect as a vote “AGAINST” the proposal to approve the Asset Sale but will not have an effect on the advisory proposal on executive compensation or the adjournment proposal.

Proxies received at any time before the Special Meeting and not revoked or superseded before being voted will be voted at the meeting. If you hold your shares in your name as a stockholder of record, you have the right to change or revoke your proxy at any time before the vote is taken at the Special Meeting in any of the following ways:

If you hold your shares in “street name” through a bank, broker or other nominee, and you wish to change or revoke your proxy at any time before the vote is taken at the Special Meeting, please follow the directions received from your bank, broker or other nominee to change or revoke those instructions.

Adjournments

Although it is not currently expected, the Special Meeting may be adjourned for the purpose of soliciting additional proxies. Any adjournment may be made without notice, other than by an announcement made at the Special Meeting of the time, date and place of the adjourned meeting. Whether or not a quorum exists, a majority of the votes cast affirmatively or negatively on the adjournment proposal may adjourn the meeting at any time. Any signed proxies received by us in which no voting instructions are provided on the matter will be voted “FOR” adjourning the Special Meeting, if necessary or appropriate (as determined in good faith by our board of directors), from time to time, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

Common Stock Ownership of Directors and Executive Officers

As of November 3, 2017, the directors and executive officers of Concurrent had, or were deemed to have, beneficial ownership of, in the aggregate, approximately 3.2% of the shares of our common stock entitled to vote at the Special Meeting. Simultaneously with the execution of the Asset Purchase Agreement, director and

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chief executive officer Derek Elder, chief financial officer Warren Sutherland, and directors Wayne Barr, Robert Pons, and Dilip Singh entered into a Voting Agreement (solely in their capacity as stockholders) together with JDS1, LLC, our largest stockholder and beneficial owner of approximately 17.7% of our issued and outstanding common stock based on public filings as of November 3, 2017, with Vecima pursuant to which, among other things, each of them agreed to vote to approve the Asset Sale at the Special Meeting, as described under the heading “The Asset Sale (Proposal No. 1) — Agreements Related to the Asset Purchase Agreement”.

Solicitation of Proxies

This proxy solicitation is being made and paid for by Concurrent on behalf of its board of directors. In addition, Concurrent has engaged The Proxy Advisory Group, LLC, to assist in the solicitation of proxies and provide related advice and informational support, for a services fee, plus customary disbursements, which are not expected to exceed $30,000. The initial solicitation of proxies by mail may be supplemented by telephone, fax, e-mail, Internet and personal solicitation by our directors, officers or other regular employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other regular employees for their proxy solicitation efforts. These persons will not be paid additional remuneration for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of our common stock that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses.

Other Matters

We do not know of any other business that will be presented at the Special Meeting. If any other proposal properly comes up for a vote at the Special Meeting in which your proxy has provided discretionary authority, the persons named on the enclosed proxy card will vote your shares in their discretion.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on December 13, 2017

The proxy statement is available at http://www.concurrent.com/about/investors/.

Questions and Additional Information

If you have additional questions about the Asset Sale, need assistance in submitting your proxy or voting your shares of our common stock, or need additional copies of this proxy statement or the enclosed proxy card, please call The Proxy Advisory Group, LLC, our proxy solicitor:

The Proxy Advisory Group, LLC
18 East 41^st Street, 20^th Floor
New York, New York 10017
Call Toll Free: (888) 337-7699 or (888)-55-PROXY
Banks and Brokerage Firms Call Collect: (212) 616-2180

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THE ASSET SALE (PROPOSAL NO. 1)

The Parties to the Asset Sale

Concurrent Computer Corporation
4375 River Green Parkway
Suite 100
Duluth, Georgia 30096
Telephone: (678) 258-4000

Concurrent is a Delaware corporation dedicated to global software and solutions focused on storing, protecting, transforming, and delivering visual media. Concurrent operates a content delivery and storage business that consists of software, hardware and services for intelligently storing, processing and streaming video content to a variety of consumer devices. Our streaming, video processing and storage products and services are deployed by service providers to support consumer-facing video applications including live broadcast video, video-on-demand and time-shifted television services such as cloud-based digital video recording. Our common stock is listed on The NASDAQ Global Market under the symbol “CCUR”.

Vecima Networks Inc.
771 Vanalman Avenue
Victoria, British Columbia V8Z 3B8
Canada
Telephone: (250) 881-1982

Vecima is a globally recognized leader in creating breakthrough technology solutions that empower network service providers to connect people and enterprises to information and entertainment worldwide. Vecima products for the cable industry allow service providers a cost-effective Last Mile Solution® for both video and broadband access, especially in the demanding business services market segment. Vecima also provides fleet managers the key information and analytics they require to optimally manage their business under the Contigo, Nero Global Tracking, and FleetLynx brands. Vecima’s common stock is listed on the Toronto Stock Exchange under the symbol “VCM”.

Background of the Asset Sale

Our board of directors periodically reviews and assesses strategic alternatives available to us.

On February 12, 2016, JDS1, LLC, our largest stockholder, sent a letter to our board of directors asking Concurrent to explore alternatives to maximize stockholder value, including retaining advisors to pursue a sale of Concurrent or our assets.

On February 27, 2016, our board of directors approved a review process to explore strategic alternatives to maximize value for Concurrent. As part of that review process, our board of directors approved the creation of a special committee of our board of directors, which was comprised of Mr. Elder, Steve Nussrallah (then the chairman of our board of directors) and Charles Blackmon, and the engagement of Needham & Company to serve as our financial advisor during the strategic review process. Needham & Company was selected as our financial advisor following interviews with four potential financial advisors. The special committee was formed to oversee the day-to-day operations of the strategic review process and was directed to report its findings to our board of directors periodically. Over the course of its existence, the special committee met approximately 30 times while continually reporting its progress to our board of directors. As part of the special committee’s formation, our board of directors authorized the special committee to direct Needham & Company as appropriate.

On March 1, 2016, we publicly announced the review process to explore strategic alternatives and the creation of the special committee of our board of directors.

Also on March 1, 2016, we entered into and publicly announced a tax asset preservation plan with American Stock Transfer & Trust Company, LLC, as rights agent.

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During March 2016, our management, in consultation with the special committee and Needham & Company, began to conduct the strategic review process with an assessment of the historical and projected financial performance of Concurrent and its primary business units: our Linux and Real-time Business, our content delivery business (the “Content Delivery Business”) and our Aquari^TM storage solution business (the “Storage Business”). The initial assessment included reviews of our operational and business strategies going forward, current trends in our industries and markets, and opportunities for growth. The special committee considered and evaluated a broad range of strategic alternatives including, among others, a potential sale or merger of Concurrent, the sale of the Real-Time Business, the Content Delivery Business or other assets, but not the Storage Business, and the continued execution of the business plan that was then in place.

Between March and August 2016, representatives of Needham & Company, in consultation with and at the direction of the special committee, contacted more than 100 third parties about their possible interest in acquiring Concurrent, or all or a portion of the Content Delivery Business or the Real-Time Business, and provided many of those parties with certain information about Concurrent and its business units. Representatives of Needham & Company and Concurrent met with 16 potential third party bidders during this period.

In connection with the strategic review process, approximately 37 potential bidders entered into confidentiality agreements with Concurrent. Approximately 26 of these confidentiality agreements, including the confidentiality agreements we entered into with Vecima and Party A, contained both a standstill provision and a provision known as a “don’t ask, don’t waive” provision that did not terminate upon the announcement of a transaction. The “don’t ask, don’t waive” provision bars a potential bidder from requesting, publicly or privately, during the period of time in which the provision is in effect, an amendment or waiver by Concurrent of the standstill provision so as to allow a potential bidder to make another bid after Concurrent’s sale process has been completed or, in some cases, after the potential bidder has terminated discussions regarding a transaction with us. As the result of the standstill and the “don’t ask, don’t waive” provisions, many of the parties that executed confidentiality agreements are contractually barred from offering a competing bid, even at a higher price than contemplated by the Asset Purchase Agreement. Certain confidentiality agreements entered into by Concurrent with potential bidders, including those confidentially agreements entered into with Parties B, C, D and E, did not include “don’t ask, don’t waive” provisions.

During April 2016, our management, with the participation of representatives of Needham & Company, conducted meetings with Party A and Party B to provide high level overviews of the Content Delivery Business and discuss each party’s interest in a transaction involving the Content Delivery Business.

On April 27, 2016, our board of directors met with our outside legal counsel present. At this meeting, Mr. Elder provided an update on the work of the special committee, the status of the strategic review process, and the feedback received from interested parties to date.

On May 3, 2016, at the direction of the special committee, representatives of Needham & Company sent letters outlining the procedures for submitting a bid to nine parties that had expressed some interest in a transaction involving the Content Delivery Business, the Real-Time Business or both.

On May 24, 2016, our management and representatives of Needham & Company participated on a call scheduled to address Party A’s questions about the business, growth prospects, competitive environment and market share of the Content Delivery Business.

On June 1, 2016, Party A submitted a preliminary and non-binding proposal to acquire the Content Delivery Business for $18.7 million. Party A’s proposal was subject to, among other things, the completion of satisfactory due diligence.

On June 2, 2016, Vecima submitted a preliminary and non-binding proposal to acquire the Content Delivery Business for $24 – 28 million in cash. Later that day, our board of directors met for their regular quarterly meeting. At the request of our board of directors, our outside legal and financial advisors joined a portion of the meeting, during which representatives of Needham & Company provided an update on the status of the strategic process, including the proposals from Party A and Vecima. At this meeting, our board of directors determined that Party A’s proposal was not competitive with Vecima’s proposal.

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On June 3, 2016, at the direction of our board of directors, representatives of Needham & Company conveyed our board of directors’ determination to Party A and Party A informed representatives of Needham & Company that it was not willing to proceed with further negotiations regarding a potential transaction.

On June 8, 2016, Party B submitted a preliminary and non-binding proposal to acquire the Content Delivery Business for $25 million. Party B had conducted very limited due diligence prior to submitting the proposal and refused to engage in diligence without receiving exclusivity. Shortly thereafter, Party B withdrew its indication of interest and noted that it did not receive approval from its board of directors to proceed further in the sale process.

On July 13, 2016, our board of directors met, with our outside legal and financial advisors present. Representatives of Needham & Company reviewed the sale process and the indications of interest that had been received with respect to the acquisition of the Content Delivery Business or the Real-Time Business, and noted that no proposals had been made to acquire Concurrent as a whole. Our board of directors determined that it was interested in the sale of the Content Delivery Business in a separate transaction from the sale of the Real-Time Business and vice-versa (rather than a single transaction for the combined business), as it was the view of our board that selling each business unit independently to a buyer within its respective industry would have the greatest potential to maximize value. Consequently, our board instructed Needham & Company to continue to engage with parties that had submitted indications of interest.

On July 22, 2016, Vecima submitted a revised proposal with a range of $18 – 22 million that was below its initial indication of interest as a result of Vecima’s continued due diligence and the actual performance of the Content Delivery Business relative to our fiscal 2017 annual operating plan. Vecima’s revised proposal was also subject to, among other things, the completion of satisfactory due diligence.

On July 29, 2016, our board of directors met, with members of management and representatives of our outside legal advisors in attendance. The special committee provided an updated review of the sale process regarding the indications of interests for either the Content Delivery Business or the Real-Time Business received to date. Our board of directors determined that Concurrent should continue to operate under its approved operating plan but directed management and Needham & Company to engage in further discussions with Vecima and to provide an update on those discussions at its August 2016 regular meeting.

On August 11, 2016, representatives of the respective management teams of Concurrent and Vecima, together with representatives of Needham & Company, met in person in Duluth, Georgia in order to discuss in additional detail Concurrent’s historical and projected financials, technology and intellectual property, sales, employees, operations and facilities.

On August 24, 2016, representatives of Needham & Company reviewed the sale process with our board of directors. This review included the indications of interest that had been received from six parties, three of which contemplated a transaction involving the Real-Time Business, and three of which (those from Vecima, Party A and Party B) contemplated a transaction involving the Content Delivery Business. Each of the indications of interest was non-binding in nature and was subject to significant contingencies, including the completion of satisfactory due diligence. Only three of those six parties remained actively engaged on that date, with Vecima being the only party then actively engaged in discussions of a potential transaction involving the Content Delivery Business. During the portion of the call relating to a potential sale of the Content Delivery Business, the discussion focused on the price, structure and timing of Vecima’s proposal. At this meeting, which extended through August 25, 2016, our board of directors also reviewed Concurrent’s current operations, including the underperformance of our Content Delivery Business during the current fiscal quarter. Our board of directors authorized our management and Needham & Company to proceed with negotiations with Vecima, with the final terms of any transaction to be subject to approval by our board of directors.

On August 29, 2016, we entered into a board representation and standstill agreement with JDS1, LLC, pursuant to which, among other things, we appointed Wayne Barr to our board of directors (and the special committee of our board of directors) and C. Shelton James tendered his resignation from our board of directors.

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On September 2, 2016, Vecima further revised its proposal to include a purchase price of up to $21 million. Vecima’s revised proposal was also subject to, among other things, an earn-out that would delay and potentially reduce or eliminate up to $3 million of the $21 million in potential consideration, which earn-out would be subject to the achievement of business milestones to be negotiated.

During September and early October 2016, our management responded to Vecima’s due diligence questions and requests, provided additional non-public information to Vecima and engaged in numerous conversations with representatives of Vecima relating to Vecima’s efforts to value the Content Delivery Business.

On October 7, 2016, Vecima withdrew its proposal, as discussions relating to the purchase price had come to an impasse.

On October 26, 2016, our board of directors met with our management and outside legal counsel present. Among other things, Mr. Elder provided an update on the strategic review process relating to the Content Delivery Business.

Throughout the remainder of 2016 and early 2017, we continued to proceed with the strategic review process and the negotiation of definitive agreements in connection with the sale of the Real-Time Business. During the process involving the Real-Time Business, our management team also focused on the potential for a separate sale of the Content Delivery Business. Our board of directors and management continued to evaluate whether it would make strategic and economic sense for Concurrent to engage in a transaction involving each of the business units and whether that would allow us to reposition Concurrent following any such transactions.

On March 17, 2017, Party C submitted an unsolicited non-binding proposal to acquire Concurrent following a separate sale of the Real-Time Business through a merger or tender offer for $18 million (not including any of our cash and cash equivalents in excess of $4 – $6 million). Party C’s proposal contemplated that the purchase price would consist primarily of shares in Party C and was subject to, among other things, the approval of both companies’ board of directors and the completion of satisfactory due diligence.

On March 28, 2017, at a meeting with outside legal and financial advisors present, following updates from management and representatives of Needham & Company, our board of directors determined that, while our board was willing to consider a transaction with Party C on more favorable terms, Party C’s current offer was financially inadequate and undervalued Concurrent. Our board of directors directed Mr. Elder to inform Party C that Concurrent was focused on other strategic priorities and was not prepared to discuss an acquisition based on Party C’s proposed terms at that time.

On May 15, 2017, we announced that we had completed the sale and transfer of certain assets and liabilities related to the Real-Time Business to Real Time, Inc., an affiliate of Battery Ventures, for a base purchase price of $35 million. Simultaneously with such announcement, Concurrent announced the dissolution of the special committee of our board of directors formed on March 1, 2016. Please see our Current Report on Form 8-K, filed with the SEC on May 15, 2017, for a complete description of the definitive agreements relating to the sale of the Real-Time Business.

As a part of the going forward business plan that our management had formulated during the five-month negotiation of the definitive agreements for the sale of the Real-Time Business, we began making related operational and strategic adjustments intended to preserve our cash position. As part of this process, we appointed Warren Sutherland to be our chief financial officer on May 15, 2017. Mr. Sutherland replaced our previous chief financial officer who had also served as executive vice president of operations for the Real-Time Business.

Following the sale of the Real-Time Business, six third parties contacted Concurrent or Needham & Company to express interest with respect to an acquisition of all or part of the Content Delivery and Storage Business, including Vecima and Parties C, D and E and two additional parties that management determined were not financially capable of effecting a transaction on favorable terms. Each of the indications of interest was non-binding in nature and was subject to significant contingencies, including the completion of satisfactory due diligence.

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On May 18, 2017, Mr. Elder met in person with representatives of Party C to discuss a potential transaction. Party C indicated its interest in a potential merger with Concurrent in which the consideration would be a combination of cash and equity. The parties reviewed Party C’s projected financial information and opportunities for synergy during the meeting.

On May 19, 2017, Dean Rockwell, senior vice president of corporate development at Vecima, met telephonically with Mr. Elder and expressed renewed interest in a potential acquisition of the Content Delivery and Storage Business by Vecima.

On May 24, 2017, Concurrent received an unsolicited expression of interest from Party E to engage in discussions which could have led to a proposal from Party E.

On May 26, 2017, Mr. Elder met telephonically with representatives of Party D, to discuss an unsolicited email Party D had transmitted on May 19, 2017 in which Party D expressed an interest in a potential transaction involving the Content Delivery and Storage Business. Their respective management teams, with the participation of representatives of Needham & Company, met telephonically and discussed the strategic rationale for Party D’s potential acquisition of the Content Delivery and Storage Business.

At a board meeting that convened on May 31, 2017 and was reconvened on June 1, 2017, our board of directors met, with members of management present. At this meeting, management reviewed, and our board of directors approved, our fiscal 2018 annual operating plan, which plan reflected an updated view of the performance of the business during the third and fourth quarters of fiscal 2017. On June 1, 2017, at the request of our board of directors, representatives of Needham & Company joined the meeting telephonically and provided an update on the parties that had expressed interest in exploring a strategic transaction with Concurrent following the announcement of the sale of the Real-Time Business. In connection with these indications of interest and the updated operating plan, our board of directors determined that it would consider a separate sale of the Content Delivery and Storage Business and would evaluate any such transaction with the objective of maximizing stockholder value. In particular, our board of directors, in consultation with our management and our other advisors, determined to consider whether a strategic transaction involving the Content Delivery and Storage Business would present a more attractive alternative than distributing our cash to stockholders or reinvesting the proceeds of the Real-Time Business sale into our remaining business units. In this regard, our board of directors authorized management to continue to engage in discussions with the four parties that remained interested in a transaction. Our management thereafter regularly kept our board of directors apprised of the status of the discussions with these parties relating to a potential sale of the Content Delivery and Storage Business. Also at this meeting, Mr. Elder reviewed with our board of directors an analysis of our projected balance sheet and options for allocation of capital, including a potential special dividend or other option to return capital to stockholders. In light of the indications of interest and ongoing discussions with potential buyers, our board of directors determined to not take any action with respect to Concurrent’s cash position at such time.

In June 2017, in connection with an updated view of our performance in the fourth quarter of fiscal 2017, the completion of our fiscal 2018 annual operating plan and our continued evaluation of potential alternatives to maximize stockholder value, our management updated and reviewed with our board of directors unaudited forecasts for each quarter of fiscal 2018 (which were consistent with our fiscal 2018 annual operating plan), for the six-month period ending December 31, 2018, and for fiscal years 2018 through 2022. See the description of the “Final Management Forecasts” under the heading “Projected Financial Information”.

During June 2017, we provided Vecima and Parties C, D and E with access to non-public information concerning Concurrent generally and the Content Delivery and Storage Business specifically, including management presentations and the Final Management Forecasts. Throughout the summer of 2017, our management met with these four interested parties that we had determined to be financially capable of effecting a transaction on favorable terms. Throughout the summer of 2017, our management, with the assistance of representatives of Needham & Company, continued to respond to due diligence questions and requests from the four remaining interested parties and engaged in numerous telephonic conversations relating to these parties’ efforts to value the Content Delivery and Storage Business.

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On June 5, 2017, representatives of the respective management teams of Concurrent and Party E, with the participation of representatives of Needham & Company, met telephonically to discuss the prospect of engaging in discussions about a potential purchase of Concurrent by Party E. That same day, two of our directors, Mr. Barr and Mr. Elder, met telephonically with our legal and financial advisors in order to assess potential transaction structures.

During the week of June 5, 2017, Party D informed representatives of Needham & Company that it was evaluating a potential acquisition of Concurrent as well as other acquisition opportunities and expressed its intention to undertake an initial assessment of Concurrent prior to any submission of a non-binding indication of interest. At Party D’s request and at the direction of our board of directors, representatives of Needham & Company furnished additional non-public information about Concurrent and the Content Delivery and Storage Business to Party D. Party D indicated its intent to submit a non-binding proposal to acquire Concurrent within the next two weeks. Representatives of Needham & Company updated our management about the discussions with Party D.

At a board meeting held on June 10, 2017, at which our outside legal and financial advisors were present, which meeting followed a phone call between Mr. Elder and Party C’s chief executive officer, Mr. Elder provided an update to our board of directors regarding the status of discussions and terms being considered. Party C’s financial advisor then submitted discussion materials relating to Party C’s interest in a revised non-binding proposal which would provide for a merger of Concurrent with Party C in a stock-for-stock transaction valuing Concurrent at $19.4 million (not including any of our cash or cash equivalents). Party C’s representatives later conveyed concerns about the historical financial performance and outlook for the Content Delivery and Storage Business and their view that the valuation Party C had proposed was reasonable. Mr. Elder, in consultation with Needham & Company, determined that the proposed transaction would value Concurrent’s shares below the market as of the date of the offer and provided copies of Party C’s discussion materials and Party C’s and its financial advisor’s analyses thereof to our board of directors.

On June 13, 2017, Mr. Elder met telephonically with the chief financial officer of Party E to provide a high level overview of the Content Delivery and Storage Business.

On June 19, 2017, our board of directors met telephonically, with Concurrent’s outside legal and financial advisors in attendance. Representatives of Needham & Company presented an update regarding ongoing strategic discussions with Party C, including additional details on its latest proposal and the transaction structures under consideration. Our board of directors instructed our management and advisors to advise Party C that it would not approve a transaction at the valuation being discussed but authorized them to continue to negotiate with Party C and to convey our board of directors’ confidence in the Content Delivery and Storage Business. Later that day, representatives of Needham & Company contacted Party C’s financial advisors by telephone to convey the feedback provided by our board of directors.

Also during the week of June 19, 2017, members of management and representatives of Needham & Company met telephonically with Vecima, Party D and Party E. Representatives of Vecima, including Sumit Kumar, chief executive officer, John Hanna, chief financial officer, Dean Rockwell, senior vice president of corporate development, Kai Meisen, senior product architect, and Tracy Miller, senior director — special projects, participated on a call to discuss our financial position and outlook. Our management, with the participation of our financial advisors, also discussed the Final Management Forecasts and our business plan, strategy and operations with the chief financial officer of Party E. In addition, members of Party D’s management, including its chief operating officer, participated on a call to discuss our business, customer engagement and the evolving nature of our market. Party D ultimately indicated that it was not prepared to provide specific details for a potential transaction with Concurrent and was also unable to provide an estimate of when, if ever, it would be in a position to submit a more detailed proposal.

On June 26, 2017, at Mr. Elder’s request, representatives of Needham & Company provided our board of directors with an update on recent discussions with Vecima and Parties C, D and E. Representatives of Needham & Company advised our board of directors that Party C had not been actively engaged in discussions and that Party D would not advise as to whether or when it would be willing to discuss specific terms and valuation for a strategic transaction. Representatives of Needham & Company also advised our

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board of directors that Vecima had indicated its intent to submit a proposal to acquire the Content Delivery and Storage Business by asset purchase in the coming weeks.

On June 29, 2017, Party E submitted a letter proposal to acquire all of Concurrent’s outstanding stock for an enterprise value of $25 – 33 million plus the amount of cash on our balance sheet at closing. The purchase price was contemplated to be paid in cash, equity in Party E or some combination thereof. Party E’s proposal was preliminary and non-binding in nature and was subject to significant contingencies, including satisfactory completion of due diligence, approval by Party E’s board of directors and receipt of financing, if necessary.

In late June and early July 2017, Party D reiterated to representatives of Needham & Company that it was interested in continuing to evaluate a potential transaction, but would not commit to moving forward with discussions until late July 2017.

On July 3, 2017, Vecima submitted a revised proposal to acquire the Content Delivery and Storage Business for cash with a purchase price in the range of $21 – 23 million, pending additional financial due diligence. Vecima’s revised proposal was non-binding in nature and was subject to significant contingencies including, among other things, the completion of satisfactory due diligence.

On July 7, 2017, prior to a meeting of our board of directors, representatives of Needham & Company provided our directors with an overview of recent discussions with Vecima and Parties C, D and E.

During a meeting of our board of directors later that day, our board of directors considered and discussed a potential special dividend to return capital to stockholders. In light of the unsolicited proposals received and the ongoing nature of discussions regarding a potential transaction, our board of directors determined not to make any decision with respect to a special dividend at that time. Mr. Barr and Mr. Elder then provided an overview of the non-binding proposals recently submitted by Vecima and Party E. Our board of directors determined that it would be appropriate to continue to engage in further discussions with Party D while awaiting Party D’s scheduled board meeting later that month. Our board also concluded that negotiations with Vecima should continue but that Mr. Barr and Mr. Elder should advise Vecima that we were actively involved in discussions with other parties about a sale of the Content Delivery and Storage Business and that Vecima’s proposed valuation range remained below other indications of interest received. Finally, our board of directors also authorized our management team and other representatives to continue to engage in discussions with Party E and to verify certain aspects of its June 29, 2017 proposal.

On July 14, 2017, Steve G. Nussrallah (then the chairman of our board of directors), Charles Blackmon and Larry Enterline each tendered his resignation from our board of directors, effective immediately. The resignations of Messrs. Nussrallah, Blackmon and Enterline did not involve any disagreement with our board of directors, Concurrent or our management on any matter relating to our operations, policies or practices. Following these resignations, our board of directors appointed Mr. Barr as chairman.

On July 19, 2017, Party D informed representatives of Needham & Company that Party D would be unable to submit a non-binding proposal during the month of July 2017, as had been earlier anticipated.

On July 20, 2017, members of our management team conducted in-person due diligence meetings at our offices in Duluth, Georgia that were attended by representatives of Vecima, including Sumit Kumar, chief executive officer, John Hanna, chief financial officer, Dean Rockwell, senior vice president of corporate development, and Mark DePietro, senior vice president of marketing.

On July 24, 2017, representatives of Vecima were granted access to a virtual data room containing certain non-public information regarding the business and operations of Concurrent generally and the Content Delivery and Storage Business specifically and Vecima commenced its due diligence review of the documentation provided in the virtual data room. Representatives of Vecima participated in a number of due diligence conference calls with representatives of our management team following such date until the Asset Purchase Agreement was executed by the parties on October 13, 2017.

On July 28, 2017, our board of directors met to approve the appointment of Steven Singer to our board of directors. At this meeting, Mr. Elder also updated our board of directors regarding the discussions with Party C.

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On August 2, 2017, following telephone and in-person due diligence conferences during late July 2017, Vecima submitted a revised proposal to acquire the Content Delivery and Storage Business at a cash purchase price in the range of $26 – 28 million, pending additional financial due diligence. Vecima’s revised proposal was non-binding in nature and was subject to significant contingencies, including satisfactory completion of a due diligence review and certain other conditions.

On August 4, 2017, Party D informed representatives of Needham & Company that Party D’s board of directors had completed its review of a potential transaction with Concurrent and concluded that Party D would remain unable to proceed with any transaction for an unspecified amount of time. Party D noted that it did not currently intend to proceed further in the sale process.

On August 7, 2017, Party E submitted a revised non-binding proposal to acquire Concurrent for $20 – $25 million plus any cash on hand, with the purchase price anticipated to be paid in cash, equity in Party E or some combination thereof. In connection with the revised proposal, Party E requested an exclusivity period and a response from Concurrent by midday on August 8, 2017. Representatives of Needham & Company informed Mr. Elder of the proposal and Party E’s stated belief that it would be difficult for Party E to support a transaction at any higher value.

On August 8 and 9, 2017, Mr. Elder discussed Party E’s proposal with representatives of Needham & Company and instructed them to contact Party E in order to clarify certain details of the proposal, including Party E’s specific requests, if any, relating to transaction structure, length of the requested exclusivity period and a more specific purchase price proposal. In response, Party E further revised its proposal to specify that it intended to purchase substantially all of Concurrent’s assets for a total enterprise value of approximately $20 million. Party E reiterated the request that Concurrent grant Party E a 30-day exclusivity period.

On August 11, 2017, at the request of Mr. Elder, representatives of Needham & Company provided our board of directors with an update regarding negotiations with Vecima. Representatives of Needham & Company advised that as of August 9, 2017, Vecima’s offer had been revised to include a cash purchase price of $27.5 million, a $1.7 million normalized working capital target, a $2 million holdback for nine months, general survival of representations and warranties for 18 months, and the retention of employees who were key to the Content Delivery and Storage Business, not including Mr. Elder.

Later on August 11, 2017, our board of directors met telephonically with representatives of Needham & Company in attendance. Mr. Elder and representatives of Needham & Company described the ongoing discussions with the parties interested in a strategic transaction, including the most recent proposals submitted by Vecima and Party E. Our board of directors determined that Vecima’s proposal was significantly more financially attractive than the offers solicited during the 2016 strategic review process. Our board of directors approved of continuing discussions with Vecima and instructed Mr. Elder to continue to negotiate to determine if a price of $29 million could be obtained. Our board of directors also determined that it would be willing to consider a limited exclusivity period, given the market outreach we had conducted to date and the lack of any other likely third party bidders that had not actively engaged in discussions with Concurrent.

Following the meeting of our board of directors on August 11, 2017, at the direction of our board of directors, representatives of Needham & Company requested that Vecima increase its proposed purchase price to $29 million, subject to additional resolution on the net working capital target, the magnitude of any required holdback or escrow and the determination of which liabilities would be assumed by Vecima. From August 11, 2017 until August 17, 2017, Concurrent and its representatives and Vecima and its representatives were in discussions regarding the terms of Vecima’s revised offer, including the length of the exclusivity period requested by Vecima.

On August 16, 2017, Vecima submitted a revised non-binding proposal to acquire the Content Delivery and Storage Business for $29 million in cash, subject to increase or decrease by the amount of our net working capital at closing less a working capital target of $1.25 million. The revised proposal also contemplated that 5% of the total consideration would be held back for nine months following the closing as security for the performance of our indemnification obligations, general representations and warranties would survive for 18 months, and governing law and venue would be in Canada. In connection with the revised proposal, Vecima requested exclusivity through November 30, 2017.

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Based on instructions from our board of directors at the meeting on August 11, 2017, Mr. Elder contacted Mr. Kumar and informed him that our board of directors had authorized him to proceed with discussions with Vecima regarding the proposed transaction, including execution of an expression of intent letter and entry into an appropriate exclusivity period, subject to Vecima’s agreement on certain indicative terms to be included in the definitive purchase agreement, if agreement on a proposed transaction were reached, including a “fiduciary out” provision, automatic termination of the exclusivity period if the purchase price were reduced and governing law and venue in Delaware.

On August 21, 2017, Vecima and Concurrent entered into the Expression of Intent letter, on substantially the same terms proposed by Vecima as modified at Concurrent’s request, as described above.

On August 28, 2017, after receiving presentations from multiple law firms, Concurrent retained Andrews Kurth Kenyon LLP (“Andrews Kurth”) to serve as Concurrent’s counsel in connection with the proposed Vecima transaction.

On September 1, 2017, Vecima’s general counsel delivered an initial draft of the Asset Purchase Agreement to Concurrent and representatives of Needham & Company.

On September 5, 2017, our board of directors conducted a meeting at our Duluth, Georgia offices. At the meeting, among other things, our board of directors and other members of our management discussed the first draft of the Asset Purchase Agreement delivered by Vecima to Concurrent. Thereafter, the Compensation Committee of our board of directors met and considered, among other things, certain annual stock grants proposed to be granted under the terms of our Equity Incentive Plan. The Compensation Committee declined to approve a portion of the proposed stock grants and instead considered and discussed a proposal to award transaction bonuses in lieu of those annual equity grants. The Compensation Committee determined that the proposed transaction bonuses, which would be paid only upon closing of a transaction, would support our efforts to retain employees considered important to the pre-closing process and our ability to consummate the transaction (whether or not they would ultimately be offered employment by Vecima). The Compensation Committee then approved, and recommended that our board of directors approve, transaction bonuses that totaled approximately $474,000 in the aggregate. At the conclusion of the meeting of the Compensation Committee, our board of directors (without Mr. Elder present) reconvened and, approved the proposed transaction bonuses as recommended by the Compensation Committee.

On September 6, 7 and 8, 2017, representatives of Vecima, Concurrent and Needham & Company attended in-person due diligence meetings at our offices in Duluth, Georgia.

On September 8, 2017, Andrews Kurth delivered a revised draft of the Asset Purchase Agreement to our board of directors, members of our management team, and Needham & Company.

On September 11, 2017, after incorporating comments received from management, our board of directors and Needham & Company, representatives of Andrews Kurth delivered a revised draft of the Asset Purchase Agreement to Vecima and Bryan Cave LLP (“Bryan Cave”), outside U.S. counsel to Vecima. The revised Asset Purchase Agreement included changes to, among other things: (i) the proposed termination fee and conditions under which it would be payable by Concurrent; (ii) the scope of assumed liabilities and allocation of transfer taxes; (iii) the proposed representations and warranties of Concurrent and Vecima; (iv) the indemnification obligations of the parties and limitations thereon; and (v) the proposed non-solicitation covenant of Concurrent. In addition, the revised Asset Purchase Agreement introduced the escrow concept (as opposed to a holdback), net working capital methodology and revised the governing law and jurisdiction from Canada to Delaware.

On September 14, 2017, Vecima’s general counsel delivered a revised draft of the Asset Purchase Agreement to Concurrent and Andrews Kurth. Vecima’s revised draft of the Asset Purchase Agreement included changes to, among other things: (i) the conditions under which the proposed termination fee would be payable by Concurrent; (ii) the scope of assumed liabilities and allocation of transfer taxes; (iii) the proposed representations and warranties of Concurrent; and (iv) the proposed non-solicitation covenant of Concurrent.

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On September 15, 2017, Andrews Kurth delivered a memorandum to our board of directors, members of our management team, and Needham & Company regarding the material changes in Vecima’s September 14, 2017 draft of the Asset Purchase Agreement.

On September 18, 2017, after receiving feedback from our board of directors and management, Andrews Kurth delivered a revised Asset Purchase Agreement to our board of directors, members of our management team, and Needham & Company.

On September 19, 2017, representatives of Andrews Kurth delivered a revised draft of the Asset Purchase Agreement to Vecima and Bryan Cave. The revised draft of the Asset Purchase Agreement included changes to, among other things: (i) the conditions under which the proposed termination fee would be payable by Concurrent; (ii) the scope of assumed liabilities and allocation of transfer taxes; (iii) the proposed representations and warranties of Concurrent; (iv) the indemnification obligations of the parties and limitations thereon; (v) the proposed non-solicitation covenant of Concurrent; and (vi) the covenants of the parties with respect to employees of Concurrent.

On September 20, 2017, Vecima’s general counsel delivered an initial draft of the Non-Compete Agreement to Concurrent and Andrews Kurth.

On September 24, 2017, Vecima’s general counsel delivered an initial draft of the Voting Agreement to Concurrent and Andrews Kurth.

On September 25, 2017, our management and representatives of Andrews Kurth and Needham & Company held a conference call with Vecima’s general counsel and representatives of Bryan Cave to discuss certain terms of the draft Asset Purchase Agreement, including the amount of the proposed termination fee and conditions that would trigger our obligation to pay it, Vecima’s assumption of our current liabilities and Vecima’s request that Concurrent broadly represent that it had made no material misstatements or omissions in the Asset Purchase Agreement. In addition, the parties discussed the Voting Agreement proposed by Vecima, including which of our stockholders would be expected to execute it, the conditions under which it would terminate and our position that the Voting Agreement should specify that it would bind our director and officer stockholders solely in their capacity as stockholders. Later that day, representatives of Andrews Kurth delivered an initial draft of the Transition Services Agreement to Vecima’s general counsel and Bryan Cave.

On September 26, 2017, representatives of Andrews Kurth delivered an initial draft of the Escrow Agreement and revised drafts of the Non-Compete Agreement and Voting Agreement to Vecima’s general counsel and Bryan Cave. The revised draft of the Non-Compete Agreement included changes to the definition of the “business” that Concurrent would be barred from competing in and other limitations on the interpretation of such covenant. The revised Voting Agreement included changes to, among other things, the required votes of the Concurrent signatories, the conditions under which the Voting Agreement would terminate, and the nature of the voting proxy proposed to be granted by the stockholders in the Voting Agreement. The same day, Vecima’s general counsel delivered a revised draft of the Asset Purchase Agreement to Concurrent and Andrews Kurth. The revised Asset Purchase Agreement included changes to, among other things: (i) the provisions addressing the sale of the CCSC Shares; (ii) the allocation of transfer taxes; (iii) the proposed termination fee and the conditions under which it would be payable by Concurrent; (iv) the proposed representations and warranties of Concurrent; and (v) the proposed non-solicitation covenant of Concurrent.

Also on September 26, 2017, Party D submitted an unsolicited, non-binding indication of interest to acquire Concurrent for $30 million in cash, on a cash-free, debt-free basis. Due to the exclusivity agreement that we had in place with Vecima, the fact that Party D’s offer was at a comparable price (subject to the determination of any working capital target) to Vecima’s offer, the fact that we believed a transaction with Vecima was likely to close and the fact that Party D’s proposal was subject to additional diligence, our management, in consultation with outside legal counsel, determined to continue moving forward with negotiations with Vecima.

On September 27, 2017, members of our management and board of directors participated in a conference call with representatives of Andrews Kurth and Needham & Company to discuss Vecima’s revised draft of the Asset Purchase Agreement. Representatives of Andrews Kurth delivered an update on the issues raised by

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Vecima’s proposed revisions, including potential changes to the termination fee provisions and the representations and warranties to be given by Concurrent. Representatives of Andrews Kurth then discussed the potential changes with representatives of Bryan Cave and provided feedback from our management.

On September 27, 2017, at the request of Concurrent, representatives of Needham & Company informed Party D that Concurrent was unable to entertain or discuss its proposal at this time.

On September 29, 2017, members of our management team and board of directors, representatives of Needham & Company, and representatives of Andrews Kurth held a telephonic meeting to discuss revisions to the Asset Purchase Agreement and ancillary transaction documents. Thereafter, representatives of Andrews Kurth delivered a revised draft of the Asset Purchase Agreement to the general counsel of Vecima and Bryan Cave. The revised Asset Purchase Agreement included changes to, among other things: (i) the proposed termination fee; (ii) the allocation of transfer taxes; (iii) limitations on the payment of the termination fee; and (iv) the proposed representations and warranties of Concurrent.

On October 2, 2017, representatives of Bryan Cave delivered revised drafts of the Voting Agreement, Escrow Agreement and Non-Compete Agreement to Andrews Kurth. The Voting Agreement included proposed changes to the required votes and the proxy required to be granted by certain of our stockholders pursuant to the Voting Agreement.

On October 3, 2017, the Compensation Committee and our board of directors held a joint special telephonic meeting to consider certain matters in connection with the proposed transaction. The meeting was attended by four of five members of our board of directors, members of our management team, and representatives of each of Needham & Company, Andrews Kurth and Morris, Nichols, Arsht & Tunnell LLP, Delaware counsel to Concurrent. During the meeting, representatives of Needham & Company provided an update for our board of directors regarding Vecima’s due diligence efforts to date, Vecima’s most recent proposed terms of the Asset Purchase Agreement as of that date, and reviewed certain preliminary financial analyses of the proposed transaction. Representatives of Andrews Kurth then reviewed with our board of directors a summary of the key contractual terms of the draft Asset Purchase Agreement and ancillary agreements, as well as key terms that remained subject to further negotiation between the parties. Thereafter, the meeting of our board of directors recessed and the Compensation Committee held a meeting to discuss certain matters related to the proposed transaction. The meeting of our board of directors was reconvened at the conclusion of the Compensation Committee meeting and thereafter adjourned pending the further negotiation of the Asset Purchase Agreement with Vecima. The member of our board of directors that was not available to attend the meeting met by telephone earlier that day with the chairman of our board of directors, Mr. Elder, Mr. Sutherland, Ms. Asher and representatives of Needham & Company and Andrews Kurth to review the matters to be discussed at the meeting and to receive the presentations and summaries that would be given by Needham & Company and Andrews Kurth at the meeting.

Later on October 3, 2017, Vecima’s general counsel delivered a revised draft of the Asset Purchase Agreement to Andrews Kurth. The revised draft of the Asset Purchase Agreement included changes to, among other things: (i) the scope of jurisdiction of Delaware courts to hear disputes arising under the Asset Purchase Agreement; (ii) the liability of Concurrent’s subsidiaries for all representations and warranties; and (iii) the allocation of transfer taxes and other tax related provisions in the Asset Purchase Agreement.

On October 5, 2017, Mr. Elder, Mr. Sutherland, Ms. Asher, the chairman of our board of directors, and representatives of Andrews Kurth and Needham & Company participated on a conference call with Vecima’s general counsel, representatives of Bryan Cave and Vecima’s Canadian counsel to discuss open issues in the Asset Purchase Agreement and related documents. Among the issues discussed were: (i) the duration of the escrow period; (ii) the survival periods for representations and warranties; (iii) the liability of Concurrent’s subsidiaries for representations and warranties; and (iv) the scope of jurisdiction of Delaware courts to hear disputes arising under the Asset Purchase Agreement. Later on October 5, 2017, Vecima’s general counsel delivered a revised Asset Purchase Agreement to Andrews Kurth.

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On October 6, 2017, members of our management team discussed with representatives of Andrews Kurth the revised Asset Purchase Agreement delivered by Vecima on October 5, 2017. As directed, representatives of Andrews Kurth then conveyed management’s feedback to Vecima’s general counsel and representatives of Bryan Cave.

On October 9, 2017, representatives of Andrews Kurth delivered revised drafts of the Asset Purchase Agreement and Voting Agreement to Vecima’s general counsel and Bryan Cave. The revised Asset Purchase Agreement included changes to, among other things, the representations and warranties of Concurrent that reference one or more of Concurrent’s subsidiaries. The revised Voting Agreement included proposed limitations to the proxy granted by certain of our stockholders to Vecima.

On October 10 and 11, 2017, members of our management team and representatives of Needham & Company met on teleconference calls with representatives of Vecima to discuss the remaining open issues to be resolved prior to execution of the Asset Purchase Agreement, including: (i) the net working capital target, the components thereof and the methodology to be used to calculate working capital; (ii) items of Concurrent’s inventory; (iii) the status of a contract between Concurrent and a key customer; and (iv) the Transition Services Agreement. Concurrently with those discussions, representatives of Andrews Kurth and Bryan Cave continued to discuss issues relating to drafts of the Asset Purchase Agreement and ancillary agreements.

On October 12, 2017, representatives of Andrews Kurth delivered a revised draft of the Asset Purchase Agreement to the general counsel of Vecima and Bryan Cave. The revised draft incorporated, among other things, the parties’ final agreement on the net working capital target.

On October 12, 2017, the meeting of our board of directors that began on October 3, 2017 was reconvened, with all of our directors in attendance, and our board of directors received updates from members of our management and representatives of Needham & Company and Andrews Kurth regarding the status of the transaction, changes to the Asset Purchase Agreement and anticipated execution of the Asset Purchase Agreement. The meeting was adjourned pending finalization of the Asset Purchase Agreement and ancillary transaction documents.

During the evening of October 12, 2017, Andrews Kurth delivered revised drafts of the Asset Purchase Agreement, Voting Agreement, Non-Compete Agreement, Transition Services Agreement and Escrow Agreement to Vecima’s general counsel and Bryan Cave.

On October 13, 2017, representatives of Andrews Kurth and Bryan Cave finalized the Asset Purchase Agreement, Voting Agreement, Non-Compete Agreement, Transition Services Agreement and Escrow Agreement. Thereafter, at 4:30 pm eastern time, the meeting of our board of directors that began on October 3, 2017 and reconvened on October 12, 2017, was reconvened with all directors in attendance. At this meeting, representatives of Needham & Company reviewed with our board of directors Needham & Company’s financial analyses of the purchase price to be received by us pursuant to the Asset Purchase Agreement and delivered to our board of directors an oral opinion, which was confirmed by delivery of a written opinion dated October 13, 2017, to the effect that, as of that date and based on and subject to the assumptions and other matters set forth in the written opinion, the consideration to be received by Concurrent in the Asset Sale pursuant to the Asset Purchase Agreement was fair to Concurrent from a financial point of view. Next, representatives of Andrews Kurth reviewed the sale process conducted by Concurrent and our board of directors’ decision to proceed with the proposed transaction with Vecima. In addition, representatives of Andrews Kurth discussed the final terms of the Asset Purchase Agreement, including changes made to the Asset Purchase Agreement since the meeting was first convened on October 3, 2017. Following these discussions, the meeting of our board of directors recessed and the Compensation Committee convened and determined that the immediate vesting of Concurrent equity awards upon the closing of the Asset Sale was required by the terms of our Equity Incentive Plan and further acknowledged that each outstanding equity award would immediately vest in full upon the closing of the Asset Sale. The Compensation Committee also approved and recommended that our board of directors approve severance payments and other employment and service-based payments and reconsidered and reapproved the transaction bonuses that had previously been approved at the meeting of the Compensation Committee on September 5, 2017. Following the Compensation Committee portion of the meeting, the full board of directors reconvened. Members of our board of directors

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were thereafter provided with the opportunity to direct questions to representatives of Needham & Company, Andrews Kurth, and Morris, Nichols, Arsht & Tunnell LLP, who had joined the meeting at the request of our board of directors. At the conclusion of the meeting, our board of directors unanimously determined that the Asset Purchase Agreement and the transactions contemplated thereby were advisable, expedient, fair to and for the best interests of Concurrent and its stockholders, unanimously approved the Asset Purchase Agreement and the transactions contemplated thereby and unanimously recommended that our stockholders vote in favor of the Asset Sale. Our board of directors also considered and approved the recommendations of the Compensation Committee regarding the treatment of equity awards, transaction bonuses, severance payments and other employment and service-based payments. Finally, our board of directors unanimously approved the formation of the Investment Committee and delegated to it the responsibilities described under the heading “Post-Closing Business and Use of Net Proceeds from the Asset Sale.”

On the evening of October 13, 2017, following the approval of our board of directors, representatives of Andrews Kurth, the general counsel of Vecima, and representatives of Bryan Cave exchanged emails confirming the approval of the Asset Purchase Agreement by the respective boards of directors of Concurrent and Vecima. Thereafter, the parties exchanged executed copies of the Asset Purchase Agreement and Voting Agreement.

Before The NASDAQ Global Market opened on October 16, 2017, Concurrent issued a press release announcing the execution of the Asset Purchase Agreement.

Reasons for the Asset Sale; Recommendation of Our Board of Directors

Our board of directors, acting with the advice and assistance of its legal advisors, evaluated the Asset Purchase Agreement and, acting with the advice and assistance of its legal and financial advisors, evaluated the consideration negotiated with Vecima and its representatives. After careful consideration, our board of directors has unanimously determined that the Asset Sale and the form, terms and provisions of the Asset Purchase Agreement are advisable, expedient and for the best interests of Concurrent and its stockholders. At a board meeting on October 13, 2017, our board of directors unanimously resolved to approve the Asset Purchase Agreement and the transactions contemplated thereby, and to recommend to our stockholders that they vote for the approval of the Asset Sale.

In the course of reaching its recommendation, our board of directors consulted with Concurrent management and its financial and legal advisors and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the Asset Sale. Our board believed that, taken as a whole, the following factors supported its decision to approve the Asset Sale:

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Our board of directors also considered a variety of risks and other potentially negative factors relating to the transaction, including the following:

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In addition, the board of directors was aware of and considered the interests that certain of our directors and executive officers may have with respect to the Asset Sale that differ from, or are in addition to, their interests as stockholders of Concurrent, as described under the heading “— Interests of Concurrent’s Directors and Executive Officers in the Asset Sale.”

The foregoing discussion summarizes the material factors considered by the board of directors in its consideration of the Asset Sale. In view of the wide variety of factors considered by the board, and the complexity of these matters, the board did not find it practicable to quantify or otherwise assign relative

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weights to the foregoing factors. In addition, individual members of the board may have assigned different weights to various factors. The board approved the Asset Purchase Agreement and the transactions contemplated thereby and recommended the approval of the Asset Sale based upon the totality of the information presented to and considered by it.

Our board of directors unanimously recommends that you vote “FOR” the proposal to approve the Asset Sale.

Opinion of Needham & Company

We retained Needham & Company to act as our financial advisor in connection with the Strategic Review Process and to render an opinion as to the fairness, from a financial point of view, to Concurrent of the consideration to be received by Concurrent pursuant to the Asset Purchase Agreement.

On October 13, 2017, Needham & Company delivered its oral opinion, which it subsequently confirmed in writing, to our board of directors that, as of that date and based upon and subject to the various assumptions and other matters set forth in the written opinion, the consideration to be received by Concurrent pursuant to the Asset Purchase Agreement was fair, from a financial point of view, to Concurrent. Needham & Company provided its opinion for the information and assistance of the board of directors in connection with and for the purpose of our board of directors’ evaluation of the transactions contemplated by the Asset Purchase Agreement. Needham & Company’s opinion relates only to the fairness, from a financial point of view, of the consideration to be received by Concurrent pursuant to the Asset Purchase Agreement, which was determined through arm’s-length negotiations between us and Vecima. While Needham & Company provided independent financial advice to our board of directors during the course of the negotiations between us and Vecima, the decision to approve and recommend the Asset Sale was made independently by our board of directors. Needham & Company’s opinion does not address any other aspect of the Asset Sale, or any related transaction, and does not constitute a recommendation to any stockholder of Concurrent as to how that stockholder should vote or act on any matter relating to the Asset Sale. Needham & Company’s opinion does not express any opinion as to the value of our common stock or the prices at which our common stock will actually trade at any time.

The complete text of Needham & Company’s opinion, dated October 13, 2017, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on and scope of the review undertaken by Needham & Company, is attached as Annex B to this proxy statement. The summary of Needham & Company’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Needham & Company, among other things:

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In connection with its review and in arriving at its opinion, Needham & Company assumed and relied on the accuracy and completeness of all of the financial, accounting, legal, tax and other information discussed with or reviewed by it for purposes of its opinion and neither attempted to verify independently nor assumed responsibility for verifying any of such information. Needham & Company assumed the accuracy of the representations and warranties contained in the Asset Purchase Agreement and all agreements related thereto. In addition, Needham & Company assumed that the Asset Sale will be consummated upon the terms and subject to the conditions set forth in the draft Asset Purchase Agreement dated October 12, 2017 without waiver, modification or amendment of any material term, condition or agreement thereof and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the Asset Sale, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Concurrent, Vecima, the Content Delivery and Storage Business or the contemplated benefits of the Asset Sale. With respect to the financial forecasts for the Content Delivery and Storage Business provided to Needham & Company by our management, Needham & Company assumed based upon discussions with our management that such forecasts were reasonably prepared on bases reflecting the best currently available estimates and judgments of our management, at the time of preparation, of the future operating and financial performance of the Content Delivery and Storage Business. Needham & Company expressed no opinion with respect to any of those forecasts or estimates or the assumptions on which they were based. Needham & Company assumed that the portion of the consideration which under the terms of the Asset Purchase Agreement will be held in escrow and held back will be fully payable to Concurrent, and that adjustments will be made to the amount of the consideration pursuant to the terms of the Asset Purchase Agreement based on amounts estimated by our management.

Needham & Company did not assume any responsibility for or make or obtain any independent evaluation, appraisal or physical inspection of the assets or liabilities of any of Concurrent, Vecima, or the Content Delivery and Storage Business nor did Needham & Company evaluate the solvency or fair value of any of Concurrent, Vecima, or the Content Delivery and Storage Business under any state or federal laws relating to bankruptcy, insolvency or similar matters. Further, Needham & Company’s opinion states that it was based on economic, monetary and market conditions as they existed and could be evaluated as of its date, and Needham & Company assumed no responsibility to update or revise its opinion based upon circumstances and events occurring after its date. Needham & Company’s opinion is limited to the fairness, from a financial point of view, to Concurrent of the consideration to be received by Concurrent pursuant to the Asset Purchase Agreement and Needham & Company expressed no opinion as to the fairness of the Asset Sale to, or any consideration received in connection therewith by, the holders of any class of securities, creditors or other constituencies of Concurrent, or as to our underlying business decision to engage in the Asset Sale or the relative merits of the Asset Sale as compared to other business strategies that might be available to us. In addition, Needham & Company expressed no opinion with respect to the amount or nature or any other aspect of any compensation paid or payable to or received or to be received by any officers, directors or employees of any party to the Asset Sale, or any class of those persons, relative to the consideration to be received by Concurrent pursuant to the Asset Purchase Agreement or with respect to the fairness of any such compensation.

We imposed no limitations on Needham & Company with respect to the investigations made or procedures followed by Needham & Company in rendering its opinion.

In preparing its opinion, Needham & Company performed a variety of financial and comparative analyses. The following paragraphs summarize the material financial analyses performed by Needham & Company in arriving at its opinion. The order of analyses described does not represent relative importance or weight given to those analyses by Needham & Company. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Needham & Company, the tables must be read together with the full text of each summary. The following quantitative information, to the extent it is based on market data, is, except as otherwise indicated, based on market data as they existed on or prior to October 13, 2017, and is not necessarily indicative of current or future market conditions.

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For purposes of Needham & Company’s financial analyses summarized below, Needham & Company calculated two cases for the assumed total consideration to be received by Concurrent pursuant to the Asset Purchase Agreement. One case was based on our management’s estimate of our working capital as of September 30, 2017, which would result in a purchase price adjustment relating to the minimum working capital target amount set forth in the Asset Purchase Agreement of approximately $1.7 million and a total consideration to be received by Concurrent pursuant to the Asset Purchase Agreement of $30.7 million. The second case was based on our management’s estimates of our working capital as of December 31, 2017, which would result a purchase price adjustment relating to the minimum working capital target amount set forth in the Asset Purchase Agreement of approximately $0.7 million and a total consideration to be received by Concurrent pursuant to the Asset Purchase Agreement of $29.7 million. The exact value of the working capital adjustment may be higher or lower than the amounts used in the two cases, and there can be no assurances that the value of the net working capital adjustment will be either of such amounts.

Selected Public Companies Analysis.  Using publicly available information, Needham & Company compared selected historical and projected financial and market data and ratios for the Content Delivery and Storage Business to the corresponding data and ratios of selected publicly traded companies that Needham & Company deemed relevant because they have lines of business that may be considered similar to the Content Delivery and Storage Business. The selected publicly traded companies, referred to as the selected companies, consisted of the following:

ARRIS International plc

Avid Technology, Inc.

Brightcove Inc.

Edgeware AB

Harmonic Inc.

Limelight Networks, Inc.

Qumu Corporation

SeaChange International, Inc.

Synacor, Inc.

Sonic Foundry, Inc.

Technicolor SA

Telefonaktiebolaget LM Ericsson

The following table sets forth information concerning the following multiples for the selected companies and for the Content Delivery and Storage Business implied by the Asset Sale:

Needham & Company calculated multiples for the selected companies using consensus research analyst projections and the closing stock prices of those companies on October 13, 2017. Needham & Company calculated multiples for the Content Delivery and Storage Business using our management’s forecasts and based on the assumed purchase prices of approximately $30.7 million using the estimated working capital as

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of September 30, 2017 and $29.7 million using the estimated working capital as of December 31, 2017. All financial information excluded the impact of one-time expenses. Adjusted EBITDA amounts excluded the impact of stock-based compensation expense.

Selected Companies

High

Top Quartile

Median

Mean

Bottom Quartile

Low

Content Delivery and Storage Business Implied by Asset Sale 9/30/17

Content Delivery and Storage Business Implied by Asset Sale 12/31/17

Enterprise value to LTM revenues

3.6x

1.0x

0.8x

1.2x

0.7x

0.5x

1.0x

1.0x

Enterprise value to projected calendar year 2017 revenues

2.9x

1.2x

0.9x

1.2x

0.8x

0.4x

1.0x

0.9x

Enterprise value to projected calendar year 2018 revenues

2.5x

1.1x

0.8x

1.1x

0.8x

0.4x

0.8x

0.8x

Enterprise value to LTM adjusted EBITDA

37.6x

23.0x

14.9x

16.9x

5.9x

5.2x

NEG

NEG

Enterprise value to projected calendar year 2017 adjusted EBITDA

36.1x

20.1x

16.2x

16.1x

7.6x

5.1x

NEG

NEG

Enterprise value to projected calendar year 2018 adjusted EBITDA

35.1x

12.5x

7.4x

11.1x

6.9x

4.0x

13.2x

12.8x

“NEG” in the table immediately above indicates a negative value.

Selected Transactions Analysis.  Needham & Company reviewed publicly available financial information for the following selected acquisition transactions, which represent the transactions completed since September 1, 2014 that involved target companies that were software companies with transaction values between $10 million and $50 million and LTM revenue between $10 million and $100 million:

Acquirer		Target (Unit Name)
SimCorp A/S		APL Italiana S.p.A.
AMPLEXOR International SA		Sajan Inc.
Wi-LAN Inc.		VIZIYA Corporation
C5 Capital Limited		ITC Global Security Limited
Data Respons ASA		MicroDoc Computersysteme GmbH
Logo Software Investment S.A.		TotalSoft S.A.
Tieto Oyj		Emric
Neopost S.A.		icon Systemhaus GmbH
Basware Corporation		Verian Technologies, LLC
Enghouse Systems Limited		CTI Group (Holdings) Inc.
Open Text Corporation		Daegis Inc.
Crowd Mobile Limited		Track Holdings B.V.
Solteq Plc		Descom Group Oy
Aurea Software, Inc.		Lyris, Inc.
Mitel Networks Corporation		TigerTMS Ltd.
Vasomedical, Inc.		NetWolves Corporation
Hansen Technologies Limited		TeleBilling A/S
NEXUS AG		quCare Solutions B.V.
blinkx plc		AdKarma, LLC
Servelec Group plc		Corelogic Limited
Kofax Limited		Softpro GmbH

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In reviewing the selected transactions, Needham & Company calculated, for the selected transactions and for the Content Delivery and Storage Business based on the assumed purchase prices of $30.7 million using the estimated working capital as of September 30, 2017 and $29.7 million using the estimated working capital as of December 31, 2017:

The following table sets forth information concerning the multiples described above for the selected transactions and the same multiples implied by the Asset Sale:

Selected Transactions

High

Top Quartile

Median

Mean

Bottom Quartile

Low

Content Delivery and Storage Business Implied by Asset Sale 9/30/17

Content Delivery and Storage Business Implied by Asset Sale 12/31/17

Enterprise value to LTM revenues

3.4x

2.0x

1.2x

1.5x

0.9x

0.5x

1.0x

1.0x

Enterprise value to NTM revenues

0.8x

0.8x

0.8x

0.7x

0.7x

0.6x

0.9x

0.8x

Enterprise value to LTM adjusted EBITDA

34.7x

18.0x

8.6x

12.8x

6.8x

1.7x

NEG

NEG

Enterprise value to NTM adjusted EBITDA

8.0x

7.8x

7.7x

7.5x

7.3x

7.0x

16.4x

15.8x

“NEG” in the table immediately above indicates a negative value.

Discounted Cash Flow Analysis.  Needham & Company performed an illustrative discounted cash flow analysis based on our management’s forecasts to determine indicators of illustrative implied enterprise values for the Content Delivery and Storage Business in two cases, one case based on a revenue multiple valuation of terminal value and the other case based on an adjusted EBITDA multiple valuation of terminal value. For each case, Needham & Company calculated a range of indications of the present value of unlevered free cash flows for the Content Delivery and Storage Business for the projected fiscal years ending June 30, 2018, 2019, 2020, 2021 and 2022 using discount rates ranging from 19.4% to 23.4%. The range of discount rates, reflecting an estimated range of weighted average costs of capital of the Content Delivery and Storage Business, was selected by Needham & Company utilizing its professional judgment and experience. Needham & Company then calculated a range of illustrative terminal enterprise values at the end of the fiscal year ending June 30, 2022 based on each case for the applicable discount rates. In the case where Needham & Company used a revenue multiple valuation of the terminal value, Needham & Company then calculated a range of illustrative terminal enterprise values at the end of the fiscal year ending June 30, 2022 by applying multiples ranging from 0.8x to 1.2x to our management’s estimate of our fiscal year 2022 revenue for the Content Delivery and Storage Business. In the case where Needham & Company used an adjusted EBITDA multiple valuation of the terminal value, Needham & Company then calculated a range of illustrative terminal enterprise values at the end of the fiscal year ending June 30, 2022 by applying multiples ranging from 8.0x to 12.0x to our management’s estimate of our fiscal year 2022 adjusted EBITDA for the Content Delivery and Storage Business. In each case, the range of multiples was selected by Needham & Company utilizing its professional judgment and experience. In each case, these illustrative terminal enterprise values were then discounted to calculate ranges of implied indications of present values using the same range of discount rates, 19.4% to 23.4%, as described above. Needham & Company then added the ranges of the implied present values of the unlevered free cash flows of the Content Delivery and Storage Business for the projected periods to the ranges of implied present values of the terminal enterprise values of the Content Delivery and Storage

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Business to derive ranges of implied present enterprise values of the Content Delivery and Storage Business. This analysis indicated an illustrative implied enterprise value reference range for the Content Delivery and Storage Business of $20.1 million to $31.6 million in the case where Needham & Company used a revenue multiple valuation of the terminal value and $22.2 million to $35.3 million in the case where Needham & Company used an adjusted EBITDA multiple valuation of the terminal value.

No company, transaction or business used in the “Selected Public Companies Analysis” or “Selected Transactions Analysis” as a comparison is identical to Concurrent, the Content Delivery and Storage Business or the Asset Sale. Accordingly, an evaluation of the results of these analyses is not entirely mathematical; rather, it involves complex considerations and judgments concerning differences in the financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the selected companies or selected transactions or the business segment, company or transaction to which they are being compared.

The summary set forth above does not purport to be a complete description of the analyses performed by Needham & Company in connection with the rendering of its opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analyses and the application of those methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Accordingly, Needham & Company believes that its analyses must be considered as a whole and that selecting portions of its analyses or the factors that it considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying its analyses and opinion. Needham & Company did not attribute any specific weight to any factor or analysis considered by it. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis.

In performing its analyses, Needham & Company made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Concurrent or Vecima. Any estimates contained in or underlying these analyses, including estimates of the future performance of the Content Delivery and Storage Business, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those estimates. Additionally, analyses relating to the values of businesses or assets do not purport to be appraisals or necessarily reflect the prices at which businesses or assets may actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. Needham & Company’s opinion and its related analyses were only one of many factors considered by the members of our board of directors in their evaluation of the Asset Sale and should not be viewed as determinative of the views of the board of directors or management with respect to the consideration to be received by Concurrent pursuant to the Asset Purchase Agreement or the Asset Sale.

Under the terms of its engagement letter with Needham & Company, Concurrent has paid or agreed to pay Needham & Company a nonrefundable fee of $200,000 that became payable upon Needham & Company’s delivery of its opinion on October 13, 2017. If the Asset Sale is consummated, Concurrent has agreed to pay Needham & Company an additional fee estimated to be approximately $500,000. Whether or not the Asset Sale is consummated, Concurrent has agreed to reimburse Needham & Company for certain of its out-of-pocket expenses and to indemnify Needham & Company and related persons against various liabilities, including certain liabilities under the federal securities laws.

Needham & Company is a nationally recognized investment banking firm. As part of its investment banking services, Needham & Company is regularly engaged in the valuation of businesses and their securities in connection with transactions and acquisitions, negotiated underwritings, secondary distributions of securities, private placements and other purposes. Needham & Company believes that it was retained by our board of directors as Concurrent’s financial advisor in connection with its exploration of strategic alternatives, including the Asset Sale and sale of the Real-Time Business, based on Needham & Company’s experience as a financial advisor in mergers and acquisitions as well as Needham & Company’s familiarity with Concurrent and its industry generally. Needham & Company has not in the past two years provided investment banking or

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financial advisory services to Concurrent unrelated to its current engagement that covers the proposed Asset Sale and Concurrent’s sale of its Real-Time Business for which it has received or is entitled to receive compensation. Concurrent paid Needham & Company fees aggregating $642,560 in connection with the May 2017 sale of the Real-Time Business. Needham & Company has not in the past two years provided investment banking or financial advisory services to Vecima for which it has received or is entitled to receive compensation. Needham & Company may in the future provide investment banking and financial advisory services to Concurrent, Vecima and their respective affiliates unrelated to its engagement that covers the Asset Sale, for which services Needham & Company would expect to receive compensation. In the normal course of its business, Needham & Company may actively trade equity securities of Concurrent and Vecima for its own account or for the accounts of its customers or affiliates and, therefore, may at any time hold a long or short position in those securities.

Net Proceeds from the Asset Sale

If the Asset Sale is completed, Concurrent will receive at the closing of the Asset Sale $27.55 million in cash, subject to adjustment for estimated net working capital as of the closing. The remaining $1.45 million of the $29 million purchase price will be placed into escrow for a period of 12 months as security for the performance of our indemnification obligations under the Asset Purchase Agreement. The net proceeds of the Asset Sale retained by Concurrent will depend on final transaction expenses, taxes payable as a result of the Asset Sale and the estimated net working capital calculation on the closing date.

Post-Closing Business and Use of Net Proceeds from the Asset Sale

Following the Asset Sale, our primary assets will be approximately $63 million in cash, cash equivalents and short-term investments, $3.45 million in escrow receivables related to the escrow agreements we entered into in connection with the sale of the Real-Time Business and the Escrow Agreement described herein, and approximately $49 million in U.S. federal net operating loss carryforwards. The Investment Committee intends to evaluate options to maximize the value of our remaining assets, including identifying potential opportunities to invest in or acquire one or more operating businesses that provide opportunities for appreciation in value. As of the date hereof, the Investment Committee has not identified any specific acquisition or investment target. If the Investment Committee is unable to identify a suitable acquisition target that is appropriately valued, we may consider alternatives for returning capital to stockholders while we wind up our affairs. If we wind up our affairs and liquidate under applicable law, our net operating loss carryforwards will be forfeited.

On October 27, 2017, the board of directors determined that Concurrent will (i) make the regularly scheduled quarterly dividend payment of $0.12 per share of common stock in December 2017 and (ii) suspend future dividend payments while the Investment Committee considers potential acquisition targets and alternative uses of our remaining assets, including the proceeds of the Asset Sale.

If the Asset Sale is completed, a portion of the purchase price received by Concurrent at closing will be used to pay transaction expenses related to the Asset Sale and other retained liabilities of Concurrent. In addition to the portion of the purchase price payable by Vecima into escrow, Concurrent intends to retain sufficient assets to cover Concurrent’s potential contingent liabilities, including those arising from the defined benefit pension plans maintained for a number of former employees of Concurrent’s German subsidiary.

Interests of Concurrent’s Directors and Executive Officers in the Asset Sale

Certain of Concurrent’s directors and executive officers may have interests in the Asset Sale that are different from, or in addition to, those of our stockholders generally. These interests may create potential conflicts of interest. Our board of directors was aware that these interests existed when it approved the Asset Purchase Agreement and the Asset Sale. Except as described below, such persons have, to the knowledge of Concurrent, no material interest in the Asset Sale apart from those of stockholders generally.

Treatment of Equity Awards in the Asset Sale

The Compensation Committee of our board of directors has determined that the Asset Sale constitutes a change in control under our Equity Incentive Plan. Accordingly, the Compensation Committee has recognized the acceleration of the vesting and the lapse of restrictions on all equity awards, including stock options, stock appreciation rights and restricted stock, granted under our Equity Incentive Plan and payment of any associated accrued dividends in connection with the consummation of the Asset Sale.

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On October 25, 2017, our board of directors approved, consistent with our non-employee director compensation program, our 2018 fiscal year annual equity grant of 7,500 restricted shares to each of our non-employee directors. The annual equity grant is expected to be made in November 2017 to any then-serving non-employee director. There will be no acceleration of the vesting or lapse of restrictions on the 2018 fiscal year non-employee director annual grant in connection with the consummation of the Asset Sale.

The table below sets forth the estimated amounts the payments that each Concurrent director and executive officer would have received in connection with the Asset Sale with regard to each unvested time-based restricted stock award and performance-based restricted stock award held by the director or executive officer, assuming completion of the Assets Sale occurred on October 18, 2017, the latest practicable date before the filing of this proxy statement. No director or executive officer held any options or stock appreciation rights as of October 18, 2017. For the purposes of this table, (i) it is assumed that performance-based restricted stock will vest in full based on deemed achievement of maximum performance levels and (ii) the number of outstanding equity awards is based on the number held by each director and executive officer as of October 18, 2017.

		Restricted Stock Accelerating in Connection with the Transaction (#)(3)				Value of Restricted Stock Accelerating in Connection with the Transaction ($)(4)				Performance Stock Accelerating in Connection with the Transaction (#)(3)				Value of Performance Stock Accelerating in Connection with the Transaction ($)(4)				Aggregate Value for Equity ($)
Executive Officers(1)
Derek J. Elder			145,000				1,073,800				30,000				213,600				1,287,400
Warren Sutherland			36,000				245,520												245,520
Non-Employee Directors(2)
Wayne Barr, Jr.			300				2,388												2,388
Robert Pons			700				5,572												5,572
Dilip Singh			700				5,572												5,572

Employment Agreements with Named Executive Officers

Each of Mr. Elder and Mr. Sutherland have an employment agreement (collectively, the “Executive Employment Agreements”) with Concurrent that provides for certain benefits upon a termination by Concurrent without “Due Cause” (as defined below) within the year following a change in control or a “constructive termination” (as defined below) within three months following a change in control (each, an “Involuntary Termination”). The Asset Sale constitutes a change in control under the Executive Employment Agreements.

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The Executive Employment Agreements provide for the following benefits upon an Involuntary Termination, subject to execution of a general release of claims by the executive officer:

Under the Executive Employment Agreements, Due Cause means the executive officer (a) committed a willful serious act to enrich himself at our expense or has been convicted of a felony involving moral turpitude; (b) willfully and grossly neglected his duties, or intentionally failed to observe specific lawful directives or policies of our board of directors; (c) failed to take reasonable and appropriate steps to determine the accuracy of Sarbanes-Oxley Act certifications; or (d) failed to fulfill any of his duties to administer effective systems and controls necessary for compliance with the Sarbanes-Oxley Act.

Under the Executive Employment Agreements, constructive termination means (a) demotion, (b) material change in authority, duties or responsibilities, (c) material decrease in salary or incentive award opportunity, (d) material reduction in benefits or (e) material breach of the Executive Employment Agreement by us.

If the executive officer’s employment is terminated for any reason, he is prohibited from competing with us, soliciting our customers, or trying to hire our employees for the period in which he receives severance, if any, plus one year.

The following table sets forth the amount of payments and benefits that each of our executive officers would receive in connection with the Asset Sale under the Executive Employment Agreements, assuming a consummation of the Asset Sale occurred on October 18, 2017, and each executive officer experienced an Involuntary Termination on such date.

		Base Salary ($)(2)				Bonus ($)(3)				Welfare Benefits ($)				Total ($)
Executive Officers(1)
Derek J. Elder			740,022				253,422				19,121				1,012,565
Warren Sutherland			210,013				24,202				12,744				246,964

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Transaction Bonuses

Our board of directors has authorized certain bonuses be paid to the executive officers simultaneously with the closing of the Asset Sale. The following table shows the amount of such transaction bonus awards.

		Transaction Bonus ($)
Executive Officers(1)
Derek J. Elder			200,000
Warren Sutherland			114,000

Quantification of Payments and Benefits to Concurrent’s Named Executive Officers

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each named executive officer of Concurrent that is based on or otherwise relates to the Asset Sale. 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 compensation payable to our named executive officers in connection with the Asset Sale. The “golden parachute” compensation payable to these individuals is subject to a non-binding advisory vote of Concurrent’s stockholders.

The table below sets forth the amount of payments and benefits that each of Concurrent’s named executive officers would receive in connection with the Asset Sale, assuming that the consummation of the Asset Sale occurred on October 18, 2017 and each such named executive officer experienced a qualifying termination on such date. The amounts below are determined using the price per share of our common stock of $6.52, and are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table. As a result of the foregoing assumptions, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below. For additional information about these payments and benefits, see “Interests of Concurrent’s Directors and Executive Officers in the Asset Sale”.

		Cash Severance ($)(2)				Welfare Benefits ($)(3)				Equity ($)(4)				Transaction Bonus ($)(5)				Total ($)
Executive Officers(1)
Derek J. Elder		$	993,444			$	19,121			$	1,287,400			$	200,000			$	2,499,965
Warren Sutherland		$	234,215			$	12,944			$	245,520			$	114,000			$	606,679

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Agreements Related to the Asset Purchase Agreement

In connection with the closing of the Asset Sale, we and Vecima have agreed to enter into the Transition Services Agreement, Escrow Agreement and Non-Compete Agreement. In addition, in connection with the execution of the Asset Purchase Agreement, certain of our stockholders entered into the Voting Agreement with Vecima.

Voting Agreement

Simultaneously with the execution of the Asset Purchase Agreement, certain of our stockholders holding, in the aggregate, approximately 20.9% of our issued and outstanding common stock as of November 3, 2017 entered into a Voting Agreement with Vecima (the “Voting Agreement”). The stockholder signatories to the Voting Agreement are JDS1, LLC, our largest stockholder and beneficial owner of approximately 17.7% of our issued and outstanding common stock based on public filings as of November 3, 2017, and director and chief executive officer Derek Elder, chief financial officer Warren Sutherland, and directors Wayne Barr, Robert Pons, and Dilip Singh (each solely in their capacity as stockholders). The Voting Agreement requires these stockholders to vote any shares held or thereafter acquired in favor of the Asset Sale and against any action or proposal involving an alternative acquisition proposal. The Voting Agreement will terminate if the Asset Purchase Agreement is terminated, our board of directors modifies or withdraws its recommendation that stockholders vote to approve the Asset Sale, or we amend or waive any provision of the Asset Purchase Agreement that results in a material decrease in the purchase price without the prior consent of the stockholder signatories to the Voting Agreement. The Voting Agreement does not limit or affect any action or decision of any stockholder in his capacity as a director or officer and does not restrict any stockholder from exercising his fiduciary duties as an officer or director.

Transition Services Agreement

In connection with the closing of the Asset Sale, Concurrent and Vecima will enter into a transition services agreement (the “Transition Services Agreement”) in which Vecima has agreed to provide resources for our use, including the services of its employees (and any of our employees who become employed by Vecima) in connection with our tax, accounting, and financial reporting obligations for a period of 1 year and access to office space for 90 days. In addition, the Transition Services Agreement permits the parties to request services from one another, on an as-needed basis and at specified rates.

Escrow Agreement

In connection with the closing of the Asset Sale, Concurrent and Vecima have agreed to enter into an escrow agreement with the escrow agent (the “Escrow Agreement”). At the closing, Vecima will deliver $1.45 million of the purchase price to be held and administered by the escrow agent for a period of 12 months in accordance with the Escrow Agreement. These funds will secure our indemnification obligations to Vecima arising under the Asset Purchase Agreement. On the date that is 12 months following the closing, the escrow agent will release to us the balance of the escrow amount that has not been distributed to Vecima to satisfy indemnified losses, except that the escrow agent will retain any or all of the escrow amount necessary to satisfy unresolved claims for indemnification, if any.

Non-Compete Agreement

In connection with the closing of the Asset Sale, we have agreed to enter into a non-competition and non-solicitation agreement (the “Non-Compete Agreement”), which provides that until the third anniversary of the closing of the Asset Sale, we will not:

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The Non-Compete Agreement further provides that during the three-year period, we may not solicit or recruit any of our current employees who become employees of Vecima at the closing or otherwise encourage any such employee to terminate his or her employment with Vecima.

Stockholder Approval of the Asset Sale

We are organized under the corporate laws of the State of Delaware. Under Section 271 of the Delaware General Corporation Law, any sale by us of “all or substantially all” our assets requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock. We are selling substantially all of Concurrent’s remaining operating assets and, following the closing of the Asset Sale, will not have a material on-going business unless and until Concurrent acquires or invests in a new business. After taking into account the specific facts and circumstances of the Asset Sale, we have determined that stockholder approval of the Asset Sale may be required under Section 271 of the Delaware General Corporate Law. The Asset Purchase Agreement provides that if our stockholders fail to approve the Asset Sale, either Concurrent or Vecima may terminate the Asset Purchase Agreement. The Asset Purchase Agreement also provides that obtaining such approval is a condition to each of Concurrent and Vecima being obligated to consummate the transactions contemplated by the Asset Purchase Agreement.

No Changes to the Rights of Stockholders

There will be no change in the rights of our stockholders as a result of the Asset Sale.

No Appraisal Rights in Respect of the Asset Sale

Neither Delaware law nor our certificate of incorporation provides for stockholder appraisal rights in connection with the Asset Sale.

Regulatory Approvals

Neither we nor Vecima are aware of any regulatory requirements or governmental approvals or actions that may be required to consummate the Asset Sale, except for compliance with the applicable regulations of the SEC in connection with this proxy statement.

Change of Name

Among the assets being transferred to Vecima under the Asset Purchase Agreement is the limited right to use the name “Concurrent Computer Corporation.” Accordingly, following the closing, we anticipate that we will file a certificate of amendment to our certificate of incorporation and amend our bylaws for the purpose of effecting a corporate name change. Pursuant to Section 242(b)(1) of the Delaware General Corporation Law and our bylaws, the name change and related certificate of amendment will not require stockholder approval but will need to be approved by our board of directors. Our board of directors has not yet made a final decision on a new name for the company.

The change of our name would not have an effect on the rights of the holders of our currently outstanding shares of common stock nor would it affect the validity of any of our existing stock certificates that bear the name “Concurrent Computer Corporation.” Stockholders with certificated shares may continue to hold existing certificates, and the number of shares represented by those certificates will remain unchanged. New stock certificates that are issued after a change in our name will bear the new name once it is in effect.

Following the Asset Sale and name change, our common stock will continue to be traded on The NASDAQ Global Market and is expected to continue trading under the symbol “CCUR”.

The amendment to our certificate of incorporation to change our name from “Concurrent Computer Corporation” will become effective upon the filing of a certificate of amendment of our certificate of incorporation with the Secretary of State of the State of Delaware. However, our board of directors has reserved the right to abandon the proposed amendment at any time prior to the effectiveness of the filing of the amendment with the Secretary of State of the State of Delaware. If the Asset Sale is not consummated, we do not intend to file the amendment and our name will remain “Concurrent Computer Corporation.” If the Asset Sale is consummated, we intend to promptly amend our certificate of incorporation and bylaws in order to effect a corporate name change, as will be determined by board of directors at a later date and for the reasons described above.

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Accounting Treatment of the Asset Sale

The Asset Sale is expected to be accounted for as a sale of a business for accounting purposes. At the closing of the Asset Sale, any excess of purchase price received by us, less transaction expenses, over the book value of the assets sold will be recognized as a gain for financial accounting purposes. In subsequent reporting periods, the Content Delivery and Storage Business for current and prior years, including any gain on the sale of the assets, will be presented as a discontinued operation for financial reporting purposes.

Certain U.S. Federal Income Tax Consequences of the Asset Sale

The Asset Sale will be a taxable event to us for U.S. federal income tax purposes. We do not, however, anticipate that we will incur significant U.S. federal income tax liabilities as a result of the transaction due to the availability of net operating loss carryforwards. We anticipate that the Asset Sale will result in alternative minimum tax and state income taxes to us, but we do not expect that the Asset Sale will result in any U.S. federal income tax consequences to our stockholders.

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RISK FACTORS RELATING TO THE PROPOSAL TO APPROVE THE ASSET SALE

You should carefully consider the risk factors described below and those risk factors generally associated with our business contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 3017, which is attached as Annex D to this proxy statement and our subsequent SEC filings, along with other information provided to you in this proxy statement, in deciding how to vote on the proposal to approve the sale of the Content Delivery and Storage Business to Vecima pursuant to the terms of the Asset Purchase Agreement. See “Where You Can Find More Information” beginning on page 75. The special risk considerations described below are not the only ones facing Concurrent. Additional considerations not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following special risk considerations actually occur, our business, financial condition or results of operations could be materially adversely affected, the market price of our common stock may decline, and you may lose all or part of your investment.

The Asset Sale may not be completed or may be delayed if the conditions to closing are not satisfied or waived.

The Asset Sale may not be completed or may be delayed because the conditions to closing set forth in the Asset Purchase Agreement, including approval of the transaction by our stockholders and the absence of a material adverse effect before the closing, may not be satisfied or waived. If the Asset Sale is not completed, we may have difficulty recouping the costs incurred in connection with negotiating the Asset Sale, our relationships with our customers, suppliers and employees may be damaged and our business may be harmed.

If we fail to complete the Asset Sale, our business may be harmed.

As a result of our announcement of the Asset Sale, third parties may be unwilling to enter into material agreements with respect to the Content Delivery and Storage Business. New or existing customers and business partners may prefer to enter into agreements with our competitors who have not expressed an intention to sell their business because customers and business partners may perceive that such new relationships are likely to be more stable. Employees working in the Content Delivery and Storage Business may become concerned about the future of the business and lose focus or seek other employment. If we fail to complete the Asset Sale, the failure to maintain existing business relationships or enter into new ones could adversely affect our business, results of operations and financial condition. If we fail to complete the Asset Sale, we will also retain and continue to operate the Content Delivery and Storage Business. The resultant potential for loss or disaffection of employees or customers of the Content Delivery and Storage Business could have a material, negative impact on the value of the Content Delivery and Storage Business.

In addition, if the Asset Sale is not consummated, our directors, executive officers and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the transaction and we will have incurred significant third party transaction costs, in each case, without any commensurate benefit, which may have a material and adverse effect on our stock price and results of operations.

Failure to complete the Asset Sale may cause the market price for our common stock to decline.

If our stockholders fail to approve the Asset Sale, or if the Asset Sale is not completed for any other reason, the market price of our common stock may decline due to various potential consequences, including:

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If the Asset Sale is not completed, we may explore other potential transactions, but the alternatives may be less favorable to us and there can be no assurance that we will be able to complete an alternative transaction.

If the Asset Sale is not completed, we may explore other potential transactions, including a sale of the Content Delivery and Storage Business to another party on such terms as the board of directors may approve. The terms of an alternative transaction may be less favorable to us than the terms of the Asset Sale and there can be no assurance that we will be able to reach agreement with or complete an alternative transaction with another party.

The amount of net proceeds that we will receive from the Asset Sale is subject to uncertainties.

Pursuant to the Asset Purchase Agreement, the amount that we receive from Vecima is subject to the possibility of reduction by virtue of a purchase price adjustment described under the heading “The Asset Purchase Agreement — Post-Closing Purchase Price Adjustment.” The amount of net proceeds is also subject to a $1.45 million escrow described under the heading “The Asset Purchase Agreement — Escrow” which may be reduced in whole or in part after the closing if Vecima successfully asserts claims for indemnification pursuant to the indemnification provisions of the Asset Purchase Agreement. See “The Asset Purchase Agreement — Indemnification.” Furthermore, we may have unforeseen liabilities and expenses that must be satisfied from the after-tax net proceeds of the Asset Sale, leaving less to fund our remaining operations.

You are not guaranteed any of the proceeds from the Asset Sale.

You should not vote in favor of the Asset Sale based upon the assumption that you will receive any portion of the net proceeds from the Asset Sale. Our board of directs has instructed the Investment Committee to evaluate options to maximize the value of our remaining assets, including identifying potential opportunities to invest in or acquire one or more operating businesses that provide opportunities for appreciation in value. As of the date hereof, the Investment Committee has not identified any specific acquisition or investment target. If the Investment Committee is unable to identify a suitable acquisition target that is appropriately valued, we may consider alternatives for returning capital to stockholders while we wind up our affairs. If we wind up our affairs and liquidate under applicable law, our net operating loss carryforwards will be forfeited.

Management could spend or invest the net proceeds from the Asset Sale in ways with which our stockholders may not agree.

Our management could spend or invest the proceeds from the Asset Sale in ways with which our stockholders may not agree. Management and the board of directors may authorize such spending or investment without seeking stockholder approval. The investment of these proceeds may not yield a favorable return.

There can be no assurances that we will be successful in investing the proceeds of the Asset Sale.

The process to identify potential investment opportunities and acquisition targets, to investigate and evaluate the future returns therefrom and business prospects thereof and to negotiate definitive agreements with respect to such transactions on mutually acceptable terms can be time consuming and costly. We are likely to encounter intense competition from other companies with similar business objectives to ours, including private equity and venture capital funds, leveraged buyout funds, investment firms with significantly greater financial and other resources and operating businesses competing for acquisitions. Many of these companies are well established and have extensive experience in identifying and effecting business combinations.

In addition, we will incur operating expenses, resulting from payroll, rent and other overhead and professional fees, while we are searching for appropriate opportunities to invest the proceeds of the Asset Sale.

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We may consider potential acquisition candidates in different industries, and you have no basis at this time to ascertain the merits or risks of any business that we may ultimately operate.

Our business strategy contemplates the potential acquisition of one or more operating businesses or other investments that we believe will provide better returns on equity than the Content Delivery and Storage Business that we are selling, and we are not limited to acquisitions and/or investments to any particular acquisition targets or any particular industry or type of business. Accordingly, there is no current basis for you to evaluate the possible merits or risks of the target business with which we may ultimately effect a business combination or other investment. Although we will seek to evaluate the risks inherent in a particular investment or acquisition opportunity, we cannot assure you that all of the significant risks present in that opportunity will be properly assessed. Even if we properly assess those risks, some of them may be outside of our control or ability to affect. We will not seek stockholder approval for any business combination or other investment that we may pursue, so you will most likely not be provided with an opportunity to evaluate the specific merits or risks of such a transaction before we become committed to the transaction.

Resources will be expended in researching potential acquisitions and investments that might not be consummated.

The investigation of target businesses and the negotiation, drafting and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention in addition to costs for accountants, attorneys and others. If a decision is made not to complete a specific business combination or other investment the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific opportunity, we may fail to consummate the transaction for any number of reasons, including those beyond our control.

Subsequent to an acquisition, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary reasonable amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-Divestiture debt financing. Accordingly, you could suffer a significant reduction in the value of your shares.

We may issue additional shares of common stock or other securities to complete business combinations or under employee incentive plans. Any such issuances would dilute the interest of our stockholders and likely present other risks.

Our amended and restated certificate of incorporation authorizes our board of directors to issue shares of our common stock or preferred stock from time to time in their business judgment up to the amount of our then authorized capitalization. We may issue a substantial number of additional shares of our common stock, and may issue shares of our preferred stock, in order to complete business combinations or under employee incentive plans. These issuances:

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We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

Although we have no commitments as of the date of this proxy statement to issue any notes or other debt securities, or to otherwise incur indebtedness, we may choose to incur substantial debt to finance our growth plans. The incurrence of debt could have a variety of negative effects, including:

We may have a limited ability to assess the management of a prospective target business and, as a result, may effect a business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting a business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

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We may attempt to complete business combinations with private companies about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate business combinations with privately held companies. By definition, very little public information exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we expect, if at all.

After the closing of the Asset Sale, we may stop paying dividends to our stockholders.

On October 27, 2017, the board of directors determined that Concurrent will (i) make the regularly scheduled quarterly dividend payment of $0.12 per share of common stock in December 2017 and (ii) suspend future dividend payments while the Investment Committee considers potential acquisition targets and alternative uses of our remaining assets, including the proceeds of the Asset Sale.

We may make acquisitions where we do not own all or a majority of the target enterprise.

We may make acquisitions where do not own all or a majority of the target enterprise. We may engage in such acquisitions or make such investments where we desire the target management to continue to have a significant equity incentive to grow and ensure the profitability of the target business. We may also make such acquisitions or investments where we do not have sufficient financial resources to acquire all of the equity in the target company or where the target has price requirements that we are unwilling to meet at the time of the acquisition or investment. Our minority or less than 100% ownership subjects us to risks that we do not control the target company and its results of operations, business condition or prospects may be materially adversely impacted by the decisions of the other equity owners or the difficulty of negotiating among equity owners.

By completing the Asset Sale, we will no longer be engaged in the content delivery and storage business.

The Content Delivery and Storage Business accounted for substantially all of our revenue from continuing operations for the fiscal year ended June 30, 2017. By selling substantially all of our assets relating to the Content Delivery and Storage Business to Vecima, we will be exiting the content delivery and storage business. Following the Asset Sale, we will no longer have an operating business but we expect to continue to incur operating expenses and anticipate our expenses and losses will increase in the foreseeable future as we continue our efforts to identify and evaluate potential acquisition targets.

We will be unable to compete with the Content Delivery and Storage Business for a period of three years after the date of the closing of the Asset Sale.

In connection with the closing of the Asset Sale, we have agreed to enter into the Non-Compete Agreement, which provides that until the third anniversary of the closing of the Asset Sale, we will not:

The Asset Purchase Agreement will expose us to contingent liabilities that could have a material adverse effect on our financial condition.

We have agreed to indemnify Vecima for breaches of any representation, warranty, or covenant made by us in the Asset Purchase Agreement, for losses arising out of or in connection with excluded assets or excluded liabilities, and for certain other matters. Indemnification claims by Vecima would reduce the amount of the escrow that we receive and could have a material adverse effect on our financial condition. Other than

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in the event of fraud or willful misconduct, we will not be obligated to indemnify Vecima for any breach of the representations, warranties or covenants made by us under the Asset Purchase Agreement until the aggregate amount of claims for indemnification exceed $100,000. In the event that claims for indemnification for breach of most of the representations and warranties made by us under the Asset Purchase Agreement exceed this threshold, we will be obligated to indemnify Vecima for any damages or loss resulting from such breach up to five percent (5%) of the final purchase price. See “The Asset Purchase Agreement — Indemnification.”

Certain of Concurrent’s directors and executive officers may have interests in the Asset Sale that may be different from, or in addition to, the interests of our stockholders.

Certain of Concurrent’s directors and executive officers may have interests in the Asset Sale that are different from, or in addition to, the interests of Concurrent stockholders. These interests include the requirement that Concurrent may become liable to pay its executive officers change of control related severance payments following the consummation of the Asset Sale and the potential acceleration of vesting of restricted stock, restricted stock units and stock options held by Concurrent’s executive officers under circumstances to be agreed upon by Concurrent and such executive officers. As a result of these interests, Concurrent’s directors and executive officers could be more likely to recommend a vote in favor of the Asset Sale than if they did not hold these interests, and may have reasons for doing so that are not the same as the interests of our other stockholders. See “The Asset Sale (Proposal No. 1) — Interests of Concurrent’s Directors and Executive Officers in the Asset Sale.”

The Asset Purchase Agreement limits our ability to pursue alternatives to the Asset Sale.

The Asset Purchase Agreement contains provisions that make it more difficult for us to sell the Content Delivery and Storage Business to any party other than Vecima. These provisions include the prohibition on our ability to solicit acquisition proposals, the requirement that we pay a termination fee of $1.45 million if the Asset Purchase Agreement is terminated in specified circumstances, and Vecima’s right to be advised of acquisition proposals and to submit revised proposals for consideration. See “The Asset Purchase Agreement — Termination Of The Asset Purchase Agreement”, “The Asset Purchase Agreement — Termination Fee”, and “The Asset Purchase Agreement — Acquisition Proposals.” These provisions could discourage a third party that might have an interest in acquiring all of or a significant part of Concurrent or the Content Delivery and Storage Business from considering or proposing an alternative transaction, even if that party were prepared to pay consideration with a higher value than the consideration to be paid by Vecima.

Vecima’s right, as set forth in the Asset Purchase Agreement, to be advised of and to submit a revised offer in response to any unsolicited third-party acquisition proposal continues until the termination of the Asset Purchase Agreement, which could make it more difficult for Concurrent to complete an alternative business combination transaction with another party.

The utilization of our net operating loss carryforwards may be challenged.

If we earn taxable income in future periods, the Internal Revenue Service may challenge the utilization of our net operating loss carryforwards. The Internal Revenue Service will have a number of theories on which it and the U.S. Justice Department could base a challenge to our utilization of our net operating loss carryforwards and the resolution of such challenges is uncertain.

Future issuances or repurchases of our equity, or transfers of our equity by third parties, may impair our future ability to use a substantial amount of our existing net operating loss carryforwards.

From time to time we complete an analysis of the ownership changes in our stock pursuant to Section 382 of the Internal Revenue Code. As of June 30, 2017, the ownership change was 22.3%, compared to 27.7% as of June 30, 2016. Future transactions and the timing of such transactions could cause an additional ownership change for Section 382 income tax purposes. Section 382 limits the ability of a company that undergoes an “ownership change,” which is generally defined as any change in ownership of more than 50% of its common stock over a three year period, to utilize its net operating loss carryforwards and certain

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built-in losses or deductions, as of the ownership change date, that are recognized during the five-year period after the ownership change. Such transactions may include, but are not limited to, additional repurchases or issuances of common stock, an acquisition of a new business for newly issued shares of our capital stock, or acquisitions or sales of shares of Concurrent stock by certain holders of our shares, including persons who have held, currently hold or may accumulate in the future five percent or more of our outstanding common stock for their own account. Most of these transactions are beyond our control. If an additional ownership change were to occur for purposes of Section 382, we would be required to calculate a new annual restriction on the use of our net operating loss carryforwards to offset future taxable income. We could lose all or a substantial part of the benefit of our accumulated net operating loss carryforwards if an ownership change pursuant to Section 382 does occur.

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THE ASSET PURCHASE AGREEMENT

The summary of the material terms of the Asset Purchase Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which is attached as Annex A and which we incorporate by reference into this document. We encourage you to carefully read the Asset Purchase Agreement in its entirety.

The Asset Purchase Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about Concurrent or Vecima or any of their respective subsidiaries or affiliates. Such information regarding Concurrent can be found elsewhere in the proxy statement and in other public filings Concurrent makes with the SEC. Such information regarding Vecima can be found elsewhere in this proxy statement and in the other public filings Vecima makes with the Canadian Securities Administrators or the Toronto Stock Exchange.

The representations, warranties and covenants contained in the Asset Purchase Agreement were made only for purposes of the Asset Purchase Agreement as of specific dates and may be subject to more recent developments. Such representations, warranties and covenants were made solely for the benefit of the parties to the Asset Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating risk between parties to the Asset Purchase Agreement instead of establishing these matters as facts, and may apply standards of materiality in a way that is different from what may be viewed as material by you or by other investors. For the foregoing reasons, you should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Concurrent or any of their respective subsidiaries or affiliates.

General

Under the terms of the Asset Purchase Agreement, Vecima will buy the Purchased Assets at closing for a purchase price of $29 million in cash, subject to a working capital adjustment and less the escrow amount of $1.45 million, and will assume certain liabilities and obligations associated with the Content Delivery and Storage Business.

Assets to be Sold

The Asset Purchase Agreement provides that we will sell to Vecima all of the assets, properties, contractual rights, goodwill, going concern value, rights and claims of Concurrent used in the conduct of the Content Delivery and Storage Business (the “Purchased Assets”), including:

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Excluded Assets

The following assets will not be sold to Vecima:

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Assumed Liabilities

Pursuant to the Asset Purchase Agreement, the following liabilities of Concurrent will be assumed by Vecima at the closing (the “Assumed Liabilities”):

Excluded Liabilities

Vecima shall not assume any of the following liabilities of Concurrent:

Purchase Price and Closing Adjustment

In addition to assuming the Assumed Liabilities, Vecima has agreed to pay Concurrent $29 million in cash for the Purchased Assets. At the closing, Vecima will pay Concurrent $27.55 million in cash, subject to adjustment based on a net working capital target of $2.64 million, as described below under the heading “Post-Closing Purchase Price Adjustment”. The remaining $1.45 million of the purchase price will be placed in escrow for a period of up to 12 months, as described below under the heading “Escrow”.

Escrow

At the closing, Vecima will deliver $1.45 million of the purchase price to be held and administered by the escrow agent for a period of 12 months in accordance with the Escrow Agreement. These funds will secure our indemnification obligations to Vecima arising under the Asset Purchase Agreement. On the date that is 12 months following the closing, the escrow agent will release to us the balance of the escrow amount that has not been distributed to Vecima to satisfy indemnified losses, except that the escrow agent will retain any or all of the escrow amount necessary to satisfy unresolved claims for indemnification, if any.

Post-Closing Purchase Price Adjustment

Prior to closing, we will deliver a statement of the estimated net working capital at closing. At closing, the cash purchase price of $29 million will be increased by the amount that the working capital estimate exceeds $2.64 million or decreased by the amount that $2.64 million exceeds the working capital estimate. The cash purchase price as so adjusted and less the $1.45 million to be placed into escrow as described above, will then be paid to Concurrent by Vecima.

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Within 90 days after closing, Vecima will prepare and propose a statement of our final working capital at the closing. We will have 30 days to review the proposed final working capital statement. If we object to any of the items set forth on the statement, the parties will have 30 days to negotiate in good faith to resolve their disputes. If the parties cannot resolve all of their disagreements, such disagreements will be resolved by Deloitte & Touche LLP. If the closing working capital, as finally determined, is greater than the preliminary working capital estimate, Vecima will pay us the amount of such excess. If the closing working capital, as finally determined, is less than the preliminary working capital estimate, we will pay Vecima the amount of such deficit.

Closing

The closing of the Asset Sale will take place at the offices of Andrews Kurth Kenyon LLP, 450 Lexington Avenue, 15^th Floor, New York, New York 10017 after our stockholders approve the Asset Sale and following the satisfaction or waiver of all of the other closing conditions or as the parties may otherwise agree.

Representations and Warranties

In the Asset Purchase Agreement, Concurrent made representations and warranties relating to, among other things:

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Certain of Concurrent’s representations and warranties are qualified by materiality, a Material Adverse Effect standard (as described below), and our disclosure schedules to the Asset Purchase Agreement. Except for the representations and warranties contained in the Asset Purchase Agreement (including the disclosure schedules), neither Concurrent nor any other person has made or makes any representation or warranty, on behalf of Concurrent or any of its affiliates, as to the Content Delivery and Storage Business, the Purchased Assets, the Assumed Liabilities.

In the Asset Purchase Agreement, Vecima made representations and warranties relating to, among other things:

Material Adverse Effect

Many of Concurrent’s representations and warranties, as well as other conditions or provisions in the Asset Purchase Agreement, are qualified by a “Material Adverse Effect” standard. For purposes of the Asset Purchase Agreement, “Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to: (i) the Content Delivery and Storage Business or Purchased Assets, taken as a whole, or (ii) the ability of Concurrent to consummate the Asset Sale. The definition of “Material Adverse Effect” does not include any event, occurrence, fact, condition or change resulting from:

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Survival of Representations, Warranties, and Covenants

The representations, warranties, and covenants in the Asset Purchase Agreement will survive the closing:

Conduct of the Business Prior to Closing

Under the Asset Purchase Agreement, Concurrent has agreed that, until the closing and except as otherwise provided in the Asset Purchase Agreement or consented to in writing by Vecima we will:

Concurrent has also agreed that, until the closing and except as contemplated by the Asset Purchase Agreement or consented to in writing by Vecima, we will not:

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Access to Content Delivery and Storage Business and Purchased Assets

Concurrent has agreed to permit Vecima and its representatives access during normal business hours to the Purchased Assets and our books and records relating to the Content Delivery and Storage Business.

Employees

At the closing, it is anticipated that Vecima and the key employees specified by Vecima will enter into employment agreements. No later than 30 days prior to the closing, Vecima will offer employment in writing to all other employees that Vecima desires to retain on terms that are comparable to those currently available to such employees. Any employee who accepts Vecima’s offer will become an employee of Vecima as of the closing. Concurrent shall employ all of the employees until the closing, except for any employee who (i) voluntarily resigns or retires or (ii) is terminated for cause or with Vecima’s consent. Concurrent may continue to employ after the closing any employee that does not become an employee of Vecima. Concurrent will remain liable for any severance costs associated with employees who do not become employees of Vecima.

Conditions to the Closing

Each party’s obligation to effectuate the Asset Sale is subject to the satisfaction or waiver of the following conditions:

Vecima’s obligation to effectuate the Asset Sale is subject to the satisfaction or waiver of the following additional conditions:

Concurrent’s obligation to effectuate the Asset Sale is subject to the satisfaction or waiver of the following additional conditions:

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Termination of the Asset Purchase Agreement

The Asset Purchase Agreement may be terminated at any time prior to the closing as follows:

Acquisition Proposals

In connection with the Asset Purchase Agreement, we have agreed not to:

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Notwithstanding these restrictions, we may engage in the acts described above if we receive an unsolicited and bona fide acquisition proposal prior to approval of the Asset Sale by our stockholders at the Special Meeting, and our board of directors determines in good faith that such acquisition proposal constitutes or could reasonably be expected to lead to a superior proposal (see “The Asset Purchase Agreement — Acquisition Proposals” for the definition of superior proposal).

We have agreed to notify Vecima promptly (and within, at most, 48 hours) following receipt of any proposals or inquiries with respect to an acquisition proposal, identifying the person and the material terms of any proposals or inquiries (including, if applicable, copies of any written requests, proposals or other documents). We have also agreed to keep Vecima informed, on a reasonably current basis, of the status and terms of any such proposals or offers, including any amendments.

An “acquisition proposal” means any proposal or offer for (i) a merger or business combination with Concurrent, (ii) the acquisition of 20% or more of the Purchased Assets by any person (other than Vecima and its affiliates) or (iii) the acquisition of 20% or more of our common stock.