UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☒	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

PLANTRONICS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

 

☐	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

☒	Fee computed on table required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

 

 

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

 

Plantronics, Inc.

345 Encinal Street

Santa Cruz, California 95060

To the Stockholders of Plantronics, Inc.:

You are cordially invited to attend a special meeting of stockholders (which we refer to as the “special meeting”) of Plantronics, Inc. (which we refer to as “Poly”). The special meeting will be held on [●], at [●] a.m., Pacific time. The special meeting will be held solely by means of remote communication via a live interactive webcast on the internet at www.proxydocs.com/POLY. You will be able to listen to the special meeting live and vote online. We elected to use a virtual meeting given the current public health implications of COVID-19 and our desire to promote the health and welfare of our stockholders, as well as our positive experiences with virtual meetings.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of March 25, 2022 (which we refer to as the “merger agreement”), among HP Inc. (which we refer to as “HP”), Prism Subsidiary Corp., a wholly owned subsidiary of HP (which we refer to as “Merger Sub”), and Poly. We refer to the merger of Merger Sub (a wholly owned subsidiary of HP) with and into Poly, with Poly surviving and continuing as a wholly owned subsidiary of HP, as the “merger.” At the special meeting, you will also be asked to consider and vote on (1) a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to its named executive officers in connection with the merger; and (2) a proposal for the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by Poly’s Board of Directors, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $40.00 in cash, without interest and subject to any applicable withholding taxes, for each share of our common stock that you own (unless you have properly exercised your appraisal rights). This amount constitutes (1) a premium of approximately 47 percent to the closing price of our common stock on March 24, 2022; and (2) a premium of approximately 47 percent to Poly’s 30-trading day average closing stock price ending on March 24, 2022.

Poly’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement, (1) approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement and approved the execution and performance of the merger agreement; and (2) determined that the terms of the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Poly and its stockholders.

Poly’s Board of Directors recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Poly to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by Poly’s Board of Directors, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The accompanying enclosed proxy statement provides detailed information about the special meeting, the merger agreement and the merger, and the other proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The accompanying proxy statement also describes the actions and determinations of Poly’s Board of Directors in connection with its evaluation of the merger agreement and the merger. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Even if you plan to virtually attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you virtually attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call toll-free: (877) 456-3427

Banks and brokers call collect: (212) 750-5833

On behalf of Poly’s Board of Directors, thank you for your support.

 

The accompanying proxy statement is dated [●], 2022, and, together with the enclosed form of proxy card, is first being sent to stockholders on or about [●], 2022.

 

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

 

Plantronics, Inc.

345 Encinal Street

Santa Cruz, California 95060

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●]

Notice is given that a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of Plantronics, Inc., a Delaware corporation (which we refer to as “Poly”), will be held on [●], at [●] a.m./ p.m., Pacific time, for the following purposes:

 

1.

To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of March 25, 2022, among HP Inc., Prism Subsidiary Corp. and Poly (which we refer to as the “merger agreement”);

 

2.

To consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to its named executive officers in connection with the merger of Prism Subsidiary Corp., a wholly owned subsidiary of HP, with and into Poly, with Poly surviving and continuing as a wholly owned subsidiary of HP (which we refer to as the “merger”); and

 

3.

To consider and vote on any proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by Poly’s Board of Directors, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The special meeting will be held solely by means of a live interactive webcast on the internet at www.proxydocs.com/POLY. By accessing that web address and using the control number found on your proxy card, you will be able to participate in and vote at the special meeting. The special meeting will begin promptly at [●] [a.m./ p.m.], Pacific time. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

Only Poly stockholders as of the close of business on [●], are entitled to notice of, and to vote at, the special meeting.

Poly’s Board of Directors recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Poly to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by Poly’s Board of Directors, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Poly stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the “fair value” of their shares of our common stock (exclusive of any elements of value arising from the accomplishment or expectation of the merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving $40.00 per share in cash if the merger is completed, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”). To do so, a Poly stockholder must

properly demand appraisal before the vote is taken on the merger agreement and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. Section 262 of the DGCL is reproduced in its entirety in Annex C to the accompanying proxy statement and is incorporated in this notice by reference.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

 

 

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IMPORTANT INFORMATION

Even if you plan to attend the special meeting, we encourage you to submit your proxy as promptly as possible: (1) over the internet; (2) by telephone; or (3) by signing, dating and returning the enclosed proxy card (a prepaid reply envelope is provided for your convenience). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you may be instructed to obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call toll-free: (877) 456-3427

Banks and brokers call collect: (212) 750-5833

TABLE OF CONTENTS

 

TRANSACTION SUMMARY			1
Introduction			1
Parties Involved in the Merger			1
Effect of the Merger			2
Per Share Price			2
The Special Meeting			3
Recommendation of the Poly Board and Reasons for the Merger			4
Opinion of Morgan Stanley & Co. LLC			4
Treatment of Equity Awards in the Merger			5
Employee Benefits			7
Interests of Poly’s Directors and Executive Officers in the Merger			8
Appraisal Rights			9
Material U.S. Federal Income Tax Consequences of the Merger			10
Regulatory Approvals Required for the Merger			10
Financing of the Merger			11
Solicitation of Other Acquisition Offers			11
Change in the Poly Board’s Recommendation			12
Conditions to the Closing of the Merger			13
Termination of the Merger Agreement			13
Termination Fee and Remedies			14
Delisting and Deregistration of Our Common Stock			15
Effect on Poly if the Merger is Not Completed			15
QUESTIONS AND ANSWERS			16
FORWARD-LOOKING STATEMENTS			26
THE SPECIAL MEETING			28
Date, Time and Place			28
Purpose of the Special Meeting			28
Attending the Special Meeting			28
Record Date; Shares Entitled to Vote; Quorum			28
Vote Required; Abstentions and Broker Non-Votes			29
Shares Held by Poly’s Directors and Executive Officers			29
Voting of Proxies			29
Revocability of Proxies			30
The Poly Board’s Recommendation			31
Adjournment			31
Solicitation of Proxies			31
Anticipated Date of Completion of the Merger			31
Appraisal Rights			31
Other Matters			32
Householding of Special Meeting Materials			32
Questions and Additional Information			33
THE MERGER			34
Parties Involved in the Merger			34
Effect of the Merger			34
Effect on Poly if the Merger is Not Completed			35
Per Share Price			35
Background of the Merger			36
Recommendation of the Poly Board and Reasons for the Merger			46
Opinion of Morgan Stanley & Co. LLC			50
Prospective Unaudited Financial Information			59

 

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Interests of Poly’s Directors and Executive Officers in the Merger			62
Closing and Effective Time of the Merger			72
Appraisal Rights			72
Accounting Treatment			77
Material U.S. Federal Income Tax Consequences of the Merger			77
Regulatory Approvals Required for the Merger			80
Financing of the Merger			83
Delisting and Deregistration of Our Common Stock			83
PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT			84
PROPOSAL 2: APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF CERTAIN MERGER-RELATED EXECUTIVE COMPENSATION			85
PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING			86
THE MERGER AGREEMENT			87
Closing and Effective Time of the Merger			87
Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers			88
Conversion of Shares			88
Paying Agent, Exchange Fund and Exchange and Payment Procedures			90
Representations and Warranties			91
Conduct of Business Pending the Merger			94
No Solicitation of Other Acquisition Offers			97
The Poly Board’s Recommendation; Board Recommendation Change			99
Stockholder Meeting			101
Actions with Respect to Existing Debt			101
Employee Benefits			101
Efforts to Close the Merger			102
Indemnification and Insurance			103
Conditions to the Closing of the Merger			104
Termination of the Merger Agreement			105
Termination Fee and Remedies			106
Fees and Expenses			106
No Third Party Beneficiaries			106
Amendment and Waiver			107
Governing Law and Venue			107
Waiver of Jury Trial			107
Enforcement			107
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			108
FUTURE STOCKHOLDER PROPOSALS			110
WHERE YOU CAN FIND MORE INFORMATION			111
MISCELLANEOUS			113
Annex A   Agreement and Plan of Merger, dated as of March 25, 2022, among HP Inc., Prism Subsidiary Corp. and Plantronics, Inc.
Annex B   Opinion of Morgan Stanley & Co. LLC
Annex C   Section 262 of the General Corporation Law of the State of Delaware

 

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

 

Q:	Why am I receiving these materials?

 

A:

On March 25, 2022, we entered into the merger agreement. Under the merger agreement, HP will acquire Poly for $40.00 in cash per share of our common stock. In order to complete the merger, our stockholders representing a majority of all issued and outstanding common stock must vote to adopt the merger agreement at the special meeting. This approval is a condition to the consummation of the merger. See the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger.” The Poly Board is furnishing this proxy statement and form of proxy card to the holders of shares of our common stock in connection with the solicitation of proxies of our stockholders to be voted at the special meeting.

This proxy statement, which you should read carefully, contains important information about the merger, the merger agreement, the special meeting and the matters to be voted on at the special meeting. The enclosed materials allow you to submit a proxy to vote your shares of our common stock without attending the special meeting and to ensure that your shares of our common stock are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, we encourage you to submit a proxy as soon as possible.

 

Q:	What is the proposed merger and what effects will it have on Poly?

 

A:

The proposed merger is the acquisition of Poly by HP. If the proposal to adopt the merger agreement is approved by our stockholders and the other closing conditions under the merger agreement are satisfied or waived, Merger Sub will merge with and into Poly, with Poly continuing as the surviving corporation. As a result of the merger, Poly will become a wholly owned subsidiary of HP, and our common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

 

Q:	What will I receive if the merger is completed?

 

A:

Upon completion of the merger, you will be entitled to receive $40.00 in cash, without interest and less any applicable withholding taxes, for each share of our common stock that you own, unless you have properly exercised, and not validly withdrawn or subsequently lost, your appraisal rights under the DGCL, and certain other conditions under the DGCL are satisfied. For example, if you own 100 shares of our common stock, you will receive $4,000.00 in cash in exchange for your shares of our common stock, without interest and less any applicable withholding taxes.

 

Q:	How does the per share price compare to the market price of Poly’s common stock?

 

A:	This amount constitutes (1) a premium of approximately 47 percent to the closing price of our common stock on March 24, 2022; and (2) a premium of approximately 47 percent to Poly’s 30-trading day average closing stock price ending on March 24, 2022.

 

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Q:	What will happen to Poly equity-based awards?

 

A:	Generally speaking, at or immediately prior to the effective time of the merger, Poly equity-based awards that are outstanding immediately prior to the effective time of the merger will be treated as follows:

 

•

Each share of Poly Restricted Stock will vest in full and be converted into the right to receive the per share price under the same terms and conditions as apply to the receipt of the merger consideration by holders of Poly common stock generally.

 

•

Outstanding Poly RSUs that were granted prior to the date of the merger agreement will be canceled and converted into a right to receive an amount in cash equal to (A) the number of shares of Poly common stock subject to such Poly RSU immediately prior to the effective time of the merger multiplied by (B) the per share price. This amount (less any required withholding and other taxes) will be paid to the applicable holder at or reasonably promptly after the effective time of the merger.

 

•

Outstanding Poly PSUs that were granted prior to the date of the merger agreement will be canceled and converted into the right to receive an amount in cash equal to (A) the total number of shares of Poly common stock subject to such Poly PSU immediately prior to the effective time of the merger (calculated based on the terms of the Poly equity plan and applicable award agreement governing such Poly PSU and based on actual performance against performance targets with such performance determined as of five business days prior to the effective time of the merger) multiplied by (B) the per share price. This amount (less any required withholdings and other taxes) will be paid to the applicable holder at or reasonably promptly after the effective time of the merger.

 

•

Outstanding Poly Interim RSUs that were granted on or after the date of the merger agreement will be either (in the sole discretion of HP) (i) assumed by HP and converted into restricted stock units of HP with respect to a number of shares of HP common stock equal to the number of shares of Poly common stock subject to such Poly Interim RSU multiplied by (a) the per share price divided by (b) the average closing price per share of HP common stock on the NYSE for the ten trading-day period ending on the trading day preceding the date of the closing of the merger, and such assumed restricted stock unit will be subject to the vesting schedule that is applicable to such Poly Interim RSUs and the other terms and conditions applicable to such Poly Interim RSUs as in effect immediately prior to the closing of the merger; or (ii) canceled and converted into the right to receive an amount in cash equal to the total number of shares of Poly common stock subject to such Poly Interim RSU immediately prior to the closing of the merger, multiplied by the per share price, with such amount payable on the vesting schedule that is applicable to such Poly Interim RSU as in effect immediately prior to the closing of the merger and otherwise subject to the other terms and conditions applicable to such Poly Interim RSU as in effect immediately prior to the closing of the merger.

 

•

Outstanding Poly Interim PSUs that were granted on or after the date of the merger agreement and prior to the effective time of the merger will be canceled and exchanged for a Poly Interim RSU with respect to a number of shares of Poly common stock equal to the number of shares of Poly common stock subject to such Poly Interim PSU with respect to target performance and with the same remaining time-based vesting schedule that would have been applicable had the Poly Interim PSU been initially granted as a Poly Interim RSU and such award will be treated as a Poly Interim RSU as described above.

 

•

Outstanding vested and unvested Poly options that have an exercise price per share less than the per share price will be canceled and converted into the right to receive an amount in cash equal to the per share price (less the exercise price per share for such stock option) multiplied by the number of shares of Poly common stock issuable upon exercise in full of such stock option.

 

•

Outstanding vested and unvested Poly options that have an exercise price per share that is equal to or greater than the per share price will be canceled without payment.

 

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Q:	What will happen to the ESPP?

 

A:	Generally speaking, the ESPP will be treated as follows:

 

•

The ESPP will be frozen and suspended at the end of the offering period that is in progress as of the date of the merger agreement and no new offering periods will commence under the ESPP at any time on or after the date of the merger agreement.

 

•

If any offering period that is in progress as of the date of the merger agreement continues to be in progress as of the effective time of the merger, such offering period will be shortened in accordance with the terms of the ESPP to a date on or prior to the closing date of the merger.

 

•

No current participants in the ESPP will be permitted to increase their payroll deduction elections or rate of contributions under the ESPP from those in effect on the date of the merger agreement or make any separate non-payroll contributions to the ESPP on or following the date of the merger agreement.

 

•

The ESPP will terminate prior to, and contingent upon, the effective time of the merger.

 

Q:	What am I being asked to vote on at the special meeting?

 

A:	You are being asked to vote on the following proposals:

 

•

Proposal 1: to adopt the merger agreement pursuant to which Merger Sub will merge with and into Poly and Poly will become a wholly owned subsidiary of HP;

 

•

Proposal 2: to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to our named executive officers in connection with the merger; and

 

•

Proposal 3: to approve the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by the Poly Board, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

 

Q:	When and where is the special meeting?

 

A:

The special meeting will take place on [●], at [●][a.m./p.m.], Pacific time. You may attend the special meeting solely via a live interactive webcast on the Internet at www.proxydocs.com/POLY. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

 

Q:	How do I attend the special meeting and vote at the special meeting?

 

A:

You may virtually attend the special meeting solely via a live interactive webcast on the internet at www.proxydocs.com/POLY. You will be able to listen to the special meeting live and vote online. The special meeting will begin at [●], Pacific time, on [●]. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). As the special meeting is exclusively virtual, there will be no physical meeting location, and you may not attend the special meeting in person.

Even if you plan to virtually attend the special meeting, to ensure that your shares will be represented at the special meeting, we encourage you to sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you virtually attend the special meeting and vote at the special meeting, your vote will revoke any proxy previously submitted.

If, as of the record date, you are a beneficial owner of shares held in “street name” and you wish to attend the special meeting you must obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. Otherwise, you should instruct your bank, broker or other

 

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nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or voted at the meeting, which will have the same effect as voting against the adoption of the merger agreement.

 

Q:	Who is entitled to vote at the special meeting?

 

A:

All of our stockholders as of the close of business on [●], which is the record date for the special meeting, are entitled to vote their shares of our common stock at the special meeting. As of the close of business on the record date, there were [●] shares of our common stock outstanding and entitled to vote at the special meeting. Each share of our common stock outstanding as of the record date is entitled to one vote per share on each matter properly brought before the special meeting.

 

Q:	What vote is required to approve the proposal to adopt the merger agreement?

 

A:	The affirmative vote of the holders of a majority of the shares of our common stock outstanding as of the record date is required to adopt the merger agreement.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. 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 adopt the merger agreement. Abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

 

Q:

What vote is required to approve (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to its named executive officers in connection with the merger; and (2) the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting?

 

A:

Approval of the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to our named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

Approval of the proposal to adjourn the special meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting will not have any effect on the proposal to approve, on a nonbinding, advisory basis, the compensation that will or may become payable by Poly to our named executive officers in connection with the merger, or the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except, in all cases, to the extent that such failure affects obtaining a quorum at the meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on these proposals, except to the extent that such failure affects obtaining a quorum at the meeting. In all cases, abstentions will have the same effect as a vote “AGAINST” these proposals.

 

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Q:	What do I. need to do now?

 

A:

We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement carefully and consider how the merger affects you. Then, even if you expect to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience), or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card), to ensure that your shares are voted at the special meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card.

 

Q:	How does the Poly Board recommend that I vote?

 

A:

The Poly Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Poly to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by the Poly Board, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

 

Q:	What happens if the merger is not completed?

 

A:

If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock. Instead: (1) Poly will remain an independent public company; (2) our common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC.

In specified circumstances in which the merger agreement is terminated, Poly has agreed to pay HP a termination fee. For more information, see the section of this proxy statement captioned “The Merger Agreement—Termination Fee and Remedies.”

 

Q:	Why am I being asked to cast a vote to approve the compensation that will or may become payable by Poly to its named executive officers in connection with the merger?

 

A:

Poly is required to seek stockholder approval, on a non-binding, advisory basis, of compensation that will or may become payable by Poly to our named executive officers in connection with the merger. Stockholder approval of the compensation that will or may become payable by Poly to our named executive officers in connection with the merger is not required to consummate the merger.

 

Q:	What is the compensation that will or may become payable by Poly to its named executive officers in connection with the merger?

 

A:

The compensation that will or may become payable by Poly to our named executive officers in connection with the merger is certain compensation that is tied to or based on the merger and payable to certain of Poly’s named executive officers pursuant to underlying plans and arrangements that are contractual in nature. Compensation that will or may become payable by HP or its affiliates to our named executive officers in connection with or following the merger is not subject to this advisory vote. For further information, see the section of this proxy statement captioned “Proposal 2: Approval, on a Non-Binding, Advisory Basis, of Certain Merger-Related Executive Compensation.”

 

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Q:	What will happen if Poly’s stockholders do not approve the compensation that will or may become payable by Poly to its named executive officers in connection with the merger?

 

A:

Approval of the compensation that will or may become payable by Poly to our named executive officers in connection with the merger is not a condition to consummation of the merger. This is an advisory vote and will not be binding on Poly or HP. The underlying plans and arrangements providing for such compensation are contractual in nature and are not, by their terms, subject to stockholder approval.

Accordingly, if the merger agreement is adopted by our stockholders and the merger is consummated, the compensation that will or may become payable by Poly to our named executive officers in connection with the merger will or may be paid to Poly’s named executive officers even if our stockholders do not approve such compensation.

 

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

A:

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, to be the “stockholder of record.” If you are a stockholder of record, this proxy statement and your proxy card have been sent directly to you by or on behalf of Poly. As a stockholder of record, you may attend the special meeting and vote your shares at the special meeting using the control number on the enclosed proxy card.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of our common stock held in “street name.” If you are a beneficial owner of shares of our common stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you must obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

 

Q:	If my broker holds my shares in “street name,” will my broker vote my shares for me?

 

A:

No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the special meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instruction, your shares will not be counted for the purpose of obtaining a quorum or voted on the proposals, which will have the same effect as if you voted “AGAINST” adoption of the merger agreement, but will have no effect on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to our named executive officers in connection with the merger or the adjournment proposal, except to the extent affecting the obtaining of a quorum at the meeting.

 

Q:	How may I vote?

 

A:	If you are a stockholder of record (that is, if your shares of our common stock are registered in your name with Computershare Trust Company, N.A., our transfer agent), there are four ways to vote:

 

•

by signing, dating and returning the enclosed proxy card (a prepaid reply envelope is enclosed for your convenience);

 

•

by visiting the internet address on the enclosed proxy card;

 

•

by calling the toll-free (within the U.S. or Canada) phone number on your proxy card; or

 

•

by attending the special meeting and voting at the special meeting using the control number on your proxy card.

 

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The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of our common stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the special meeting, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a stockholder of record or if you obtain a “legal proxy” to vote shares that you beneficially own, you may vote your shares of our common stock at the special meeting even if you have previously voted by proxy. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or nominee. However, because you are not the stockholder of record, you must obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

 

Q:	Why did Poly choose to hold a virtual special meeting?

 

A:

The Poly Board decided to hold the special meeting virtually in response to public health concerns over large gatherings of people and in order to help limit potential transmission of COVID-19. Furthermore, our experience with virtual meetings demonstrated that the goals of accessibility and stockholder participation can be well served by the virtual format.

 

Q:	What is a proxy?

 

A:

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of our common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of our common stock is called a “proxy card.” You may follow the instructions on the proxy card to designate a proxy by telephone or by the Internet in the same manner as if you had signed, dated and returned a proxy card. David M. Shull, Charles D. Boynton and Lisa Bodensteiner, each with full powers of substitution and resubstitution, are the proxy holders for the special meeting.

 

Q:	May I change my vote after I have mailed my signed and dated proxy card?

 

A:	Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

 

•

signing another proxy card with a later date and returning it to us prior to the special meeting;

 

•

submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy;

 

•

delivering a written notice of revocation to our Corporate Secretary; or

 

•

attending the special meeting and voting at the special meeting using the control number on the enclosed proxy card.

If you hold your shares of our common stock in “street name,” you will receive instructions from your broker, bank or nominee that you must follow in order to submit your voting instructions and have your shares voted at the special meeting. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

 

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Q:	If a stockholder gives a proxy, how are the shares voted?

 

A:	Regardless of the method you choose to grant your proxy, the individuals named on the enclosed proxy card will vote your shares in the way that you direct.

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Poly Board with respect to each proposal. This means that they will be voted: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Poly to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by the Poly Board, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

 

Q:	Should I send in my stock certificates now?

 

A:

No. After the merger is completed, any holders of physical stock certificates will receive a letter of transmittal containing instructions for how to send your stock certificates to the paying agent in order to receive the appropriate cash payment for the shares of our common stock represented by your stock certificates. Unless you are seeking appraisal, you should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card. If you hold your shares of our common stock in book-entry form, you will not receive a letter of transmittal. Instead, the paying agent will pay you the appropriate portion of the merger consideration upon receipt of a customary “agent’s message” and any other items specified by the paying agent.

 

Q:	What happens if I sell or transfer my shares of common stock after the record date but before the special meeting?

 

A:

The record date for the special meeting is earlier than the date of the special meeting and the expected effective date of the merger. If you sell or transfer your shares of our common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies Poly in writing of such special arrangements, you will transfer the right to receive the per share price with respect to such shares, if the merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the special meeting. Even if you sell or transfer your shares of our common stock after the record date, we encourage you to sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card).

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:	Please sign, date and return (or grant your proxy electronically over the internet or by telephone for) each proxy card and voting instruction form that you receive to ensure that all of your shares are voted.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

 

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Q:	Where can I find the voting results of the special meeting?

 

A:

If available, Poly may announce preliminary voting results at the conclusion of the special meeting. Poly intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the special meeting. All reports that Poly files with the SEC are publicly available when filed. See the section of this proxy statement captioned “Where You Can Find More Information.”

 

Q:	Will I be subject to U.S. federal income tax upon the exchange of common stock for cash pursuant to the merger?

 

A:

If you are a U.S. Holder, the exchange of our common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, which generally will require a U.S. Holder to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received by such U.S. Holder in the merger and such U.S. Holder’s adjusted tax basis in the shares of our common stock surrendered in the merger.

A Non-U.S. Holder (as defined in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding.

Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any territory, state, local or foreign taxing jurisdiction. This discussion is provided for general information only and does not constitute legal advice to any holder. A more complete description of material U.S. federal income tax consequences of the merger is provided in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

 

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

 

A:	We currently expect to complete the merger by the end of 2022. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control.

 

Q:	What governmental and regulatory approvals are required?

 

A:

Under the terms of the merger agreement, the merger cannot be completed until the waiting period applicable to the merger under the HSR Act has expired or been terminated. Additionally, under the terms of the merger agreement, the merger cannot be completed until all consents, approvals and filings required under the specified foreign regulatory laws have been obtained or made.

 

Q:	Am I entitled to appraisal rights under the DGCL?

 

A:

If the merger is consummated and certain conditions set forth in Section 262(g) of the DGCL are satisfied, our stockholders who (1) do not vote in favor of the adoption of the merger agreement, (2) continuously hold their applicable shares of our common stock through the effective time of the merger, (3) properly demand appraisal of their shares, (4) meet certain statutory requirements as described in this proxy statement and (5) do not withdraw their demands or otherwise lose their rights to appraisal, will be entitled to seek appraisal of their shares in connection with the merger under Section 262 of the DGCL. This means that such stockholders will be entitled to have their shares appraised by the Delaware Court of Chancery and

 

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to receive payment in cash of the “fair value” of their shares, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each stockholder seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “The Merger—Appraisal Rights”, which description is qualified in its entirety by Section 262 of the DGCL regarding appraisal rights, attached as Annex C to this proxy statement.

 

Q:	Do any of Poly’s directors or officers have interests in the merger that may differ from those of Poly stockholders generally?

 

A:

Yes. In considering the recommendation of the Poly Board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. In: (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by our stockholders, the Poly Board was aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned “The Merger—Interests of Poly’s Directors and Executive Officers in the Merger.”

 

Q:	Who can help answer my questions?

 

A:	If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of the accompanying proxy statement or need help submitting your proxy or voting your shares of our common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call toll-free: (877) 456-3427

Banks and brokers call collect: (212) 750-5833

 

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FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the completion of the merger. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” “intend,” “target,” “possible” and other words of similar import, or the negative versions of such words. Our stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

 

•

the inability to complete the merger due to the failure of our stockholders to adopt the merger agreement or the failure to satisfy the other conditions to the completion of the merger, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval;

 

•

the occurrence of any event, change or other circumstances that could give rise to the right to terminate the merger, and the risk that the merger agreement may be terminated in circumstances that require us to pay a termination fee;

 

•

the nature, cost and outcome of any legal proceedings that may be instituted against us and others related to the merger agreement;

 

•

risks that the merger affects our current operations or our ability to retain or recruit employees;

 

•

economic, market, business or geopolitical conditions (including resulting from the COVID-19 pandemic, supply chain disruptions or the military conflict in Ukraine and related sanctions against Russia and Belarus) or competition, or changes in such conditions, negatively affecting Poly’s business, operations and financial performance;

 

•

the fact that receipt of the all-cash per share price will be taxable to our stockholders that are treated as U.S. Holders for U.S. federal income tax purposes;

 

•

the fact that, if the merger is completed, our stockholders will forgo the opportunity to realize the potential long-term value of the successful execution of Poly’s current strategy as an independent company;

 

•

the possibility that Poly could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of Poly assets to one or more as yet unknown purchasers, that could conceivably produce a higher aggregate value than that available to our stockholders in the merger;

 

•

the fact that under the terms of the merger agreement, Poly is restrained at certain times from soliciting other acquisition proposals during the pendency of the merger;

 

•

the effect of the announcement or pendency of the merger on our business relationships, customers, operating results and business generally, including risks related to the diversion of the attention of Poly management or employees during the pendency of the merger;

 

•

the amount of the costs, fees, expenses and charges related to the merger agreement or the merger;

 

•

the risk that the proposed merger will not be consummated in a timely manner, exceeding the expected costs of the merger; and

 

•

the risk that our stock price may fluctuate during the pendency of the merger and may decline significantly if the merger is not completed.

 

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Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference in this proxy statement, including: (1) the information contained under this caption; and (2) information in our most recent filings on Form 10-K and Form 10-Q, including the information contained under the caption “Risk Factors” in these filings, and information in our consolidated financial statements and notes thereto. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Our stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

 

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THE SPECIAL MEETING

Date, Time and Place

We will hold the special meeting on [●], at [●][a.m./ p.m.], Pacific time. You may attend the special meeting solely via a live interactive webcast on the internet at www.proxydocs.com/POLY. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). We elected to use a virtual meeting given the current public health implications of COVID-19 and our desire to promote the health and welfare of our stockholders, as well as our positive experiences with virtual meetings.

Purpose of the Special Meeting

At the special meeting, we will ask stockholders to vote on proposals to (1) adopt the merger agreement; (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to our named executive officers in connection with the merger; and (3) adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by the Poly Board, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Attending the Special Meeting

The special meeting will begin at [●][a.m./p.m.], Pacific time. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the meeting prior to the start time.

As the special meeting is virtual, there will be no physical meeting location. To attend the special meeting, log in at www.proxydocs.com/POLY. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the meeting portal website.

Once online access to the special meeting is open, stockholders may submit question pertinent to meeting matters, if any, through the special meeting website. Such questions will be answered during a designated question and answer period during the meeting, subject to time constraints and any rules of conduct adopted with respect to the special meeting.

Record Date; Shares Entitled to Vote; Quorum

Only our stockholders as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. A list of stockholders of record entitled to vote at the special meeting will be available at our corporate offices located at 345 Encinal Street, Santa Cruz, California 95060, during regular business hours for a period of no less than 10 days before the special meeting.

As of the record date, there were [●] shares of our common stock outstanding and entitled to vote at the special meeting. Each share of our common stock outstanding as of the close of business on the record date is entitled to one vote per share on each matter submitted for a vote at the special meeting and during the special meeting.

The holders of the outstanding shares of capital stock representing a majority of the voting power of our common stock, present in person or represented by proxy, and entitled to vote at the meeting, shall constitute a quorum.

 

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Vote Required; Abstentions and Broker Non-Votes

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock as of the record date. Adoption of the merger agreement by our stockholders is a condition to the closing of the merger.

Approval, on a non-binding, advisory basis, of the compensation that will or may become payable by Poly to our named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

Approval of the proposal to adjourn the special meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted: (1) “AGAINST” the proposal to adopt the merger agreement; (2) “AGAINST” the proposal to approve, on a nonbinding, advisory basis, compensation that will or may become payable by Poly to our named executive officers in connection with the merger; and (3) “AGAINST” the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Abstentions will be counted as present for purposes of determining whether a quorum exists.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. We do not expect any “broker non-votes” at the special meeting, but if there are any, they will be counted for the purpose of determining whether a quorum is present. If there are broker non-votes, each broker non-vote will count as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on: (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to our named executive officers in connection with the merger; or (2) the proposal to adjourn the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Shares Held by Poly’s Directors and Executive Officers

As of the record date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [●] shares of our common stock, representing approximately [●] percent of the shares of our common stock outstanding as of the record date. Our directors and executive officers have informed us that they intend to vote all of their shares of our common stock: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Poly to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by the Poly Board, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Voting of Proxies

If your shares are registered in your name with our transfer agent, Computershare Trust Company, N.A., you may vote your shares by returning a signed and dated proxy card (a prepaid reply envelope is enclosed for your convenience), or you may vote at the special meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone.

 

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If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” must obtain a “legal proxy” from their bank or broker in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

All shares represented by properly signed and dated proxies received will, if received before the special meeting, be voted at the special meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Poly to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by the Poly Board, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee. You may also attend the special meeting and vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. If available from your bank, broker or other nominee, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. If you do not (1) return your bank’s, broker’s or other nominee’s voting instruction form; (2) vote over the internet or by telephone through your bank, broker or other nominee; or (3) virtually attend the special meeting and vote at the special meeting with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. It will not, however, have any effect on the proposals (1) to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to our named executive officers in connection with the merger; or (2) to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

 

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signing another proxy card with a later date and returning it to us prior to the special meeting;

 

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submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy;

 

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delivering a written notice of revocation to our Corporate Secretary; or

 

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attending the special meeting and voting at the special meeting using the control number on the enclosed proxy card.

If you have submitted a proxy, your attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of our common stock in “street name” through a bank, broker or other nominee, you will receive instructions from your broker, bank or nominee that you must follow in order to submit your voting instructions and have your shares voted at the special meeting. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Any adjournment, postponement or other delay of the special meeting, including 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, postponed or delayed.

 

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The Poly Board’s Recommendation

The Poly Board, after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Poly Board and Reasons for the Merger,” has: (1) approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement and approved the execution and performance of the merger agreement, and (2) determined that the terms of the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Poly and its stockholders.

The Poly Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Poly to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by the Poly Board, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Adjournment

In addition to the proposals to (1) adopt the merger agreement and (2) approve, on a non-binding, advisory basis, the compensation that will or may become payable by Poly to our named executive officers in connection with the merger, our stockholders are also being asked to approve a proposal to adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate as determined in good faith by the Poly Board, to solicit additional votes or proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the merger agreement. Subject to the limitations on such actions set forth in the merger agreement, the Poly Board may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders. If the special meeting is adjourned or postponed, our stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

Solicitation of Proxies

The Poly Board is soliciting your proxy, and the expense of soliciting proxies will be borne by Poly. We have retained Innisfree M&A Incorporated, a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $20,000, plus reasonable out-of-pocket expenses. We will indemnify this firm against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

We currently expect to complete the merger by the end of 2022. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control.

Appraisal Rights

If the merger is consummated and certain conditions set forth in Section 262(g) of the DGCL are satisfied, our stockholders who (1) do not vote in favor of the adoption of the merger agreement, (2) continuously hold their applicable shares of our common stock through the effective time of the merger, (3) properly demand appraisal of their shares, (4) meet certain statutory requirements described in this proxy statement and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares

 

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in connection with the merger under Section 262 of the DGCL. This means that such stockholders will be entitled to seek appraisal of their shares by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each stockholder seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

Only a stockholder of record may submit a demand for appraisal. To exercise appraisal rights, the stockholder of record must (1) submit a written demand for appraisal to Poly before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continue to hold the subject shares of our common stock of record through the effective time of the merger; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL will result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Poly unless certain conditions set forth in Section 262(g) of the DGCL are satisfied by the stockholders seeking appraisal. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights, a copy of which is attached as Annex C to this proxy statement. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

Other Matters

At this time, we know of no other matters to be voted on at the special meeting. If any other matters properly come before the special meeting, your shares of our common stock will be voted in accordance with the discretion of the appointed proxy holders.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [●].

This proxy statement is available on the “Investor Relations” section of our website located at https://investor.poly.com.

Householding of Special Meeting Materials

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of this proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This

 

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procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card upon request. If you wish to receive a separate set of our disclosure documents at this time, please notify us by sending a written request to Poly, Attention: Investor Relations, 345 Encinal Street, Santa Cruz, California 95060, or by telephone at 831-420-3002 and asking for Investor Relations.

If you are a stockholder who has multiple accounts in your name or you share an address with other stockholders and would like to receive a single set of our disclosure documents for your household, you may notify your broker, if your shares are held in a brokerage account, or you may contact our Corporate Secretary by sending a written request to Poly, Attention: Corporate Secretary, 345 Encinal Street, Santa Cruz, California 95060, if you hold registered shares.

Questions and Additional Information

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of our common stock, please contact our proxy solicitor at:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call toll-free: (877) 456-3427

Banks and brokers call collect: (212) 750-5833

 

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THE MERGER

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information provided in this proxy statement. Therefore, this discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Parties Involved in the Merger

Plantronics, Inc.

345 Encinal St.

Santa Cruz, California 95060

(831) 420-3002

Poly is a leading global communications company that designs, manufactures, and markets integrated communications and collaboration solutions that span headsets, open Session Initiation Protocol and native ecosystem desktop phones, conference room phones, video conferencing solutions and peripherals, including cameras, speakers, and microphones, cloud management and analytics software solutions and services. Poly has two operating and reportable segments, Products and Services, and offers its products under the , Plantronics and Polycom brands.

Poly produces audio communications equipment for businesses and consumers. Its products support unified communications, mobile use, gaming and music.

Our common stock is listed on the NYSE under the symbol “POLY.”

HP Inc.

1501 Page Mill Road

Palo Alto, California 94304

(650) 857-1501

HP is a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions and services. HP sells to individual consumers, small- and medium-sized businesses and large enterprises, including customers in the government, health and education sectors.

Prism Subsidiary Corp.

1501 Page Mill Road

Palo Alto, California 94304

(650) 857-1501

Merger Sub is a wholly owned subsidiary of HP and was formed on March 18, 2022, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement. At the effective time of the merger, Merger Sub will merge with and into Poly and Merger Sub will cease to exist.

Effect of the Merger

Upon the terms and subject to the conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger, (1) Merger Sub will merge with and into Poly; (2) the separate existence of Merger Sub will cease; and (3) Poly will continue as the surviving corporation in the merger and a wholly owned subsidiary of HP.

 

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As a result of the merger, Poly will cease to be a publicly traded company, our common stock will be delisted from the NYSE and deregistered under the Exchange Act and Poly will no longer file periodic reports with the SEC. If the merger is completed, you will not own any shares of capital stock of the surviving corporation.

The effective time of the merger will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at a later date and time as we, HP and Merger Sub may agree and specify in such certificate of merger).

Effect on Poly if the Merger is Not Completed

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead, (1) Poly will remain an independent public company; (2) our common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, we expect that: (1) our management will continue to operate the business as it is currently being operated; and (2) our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Poly operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, the price of our common stock may decline significantly.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of our common stock. If the merger is not completed, the Poly Board will continue to evaluate and review, among other things, Poly’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, Poly’s business, prospects or results of operation may be adversely impacted.

In specified circumstances in which the transaction is terminated, Poly has agreed to pay HP the termination fee.

Per Share Price

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger:

 

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each share of our common stock that is (1) held by Poly as treasury stock; (2) owned by HP or Merger Sub; or (3) owned by any direct or indirect wholly owned subsidiary of HP or Merger Sub will no longer be outstanding and will automatically be canceled and will cease to exist, and no consideration will be delivered or deliverable in exchange therefor;

 

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each share of our common stock that is issued and outstanding as of immediately prior to the effective time of the merger (other than the shares identified in the prior bullet) and held by our stockholders who have (1) neither voted in favor of the adoption of the merger agreement nor consented thereto in writing; and (2) properly and validly exercised their statutory rights of appraisal in respect of such shares in accordance with the DGCL (and have not validly withdrawn or subsequently lost such appraisal rights) will be entitled to the “fair value” of such shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described in the section of this proxy statement captioned “—Appraisal Rights”; and

 

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each share of our common stock that is issued and outstanding as of immediately prior to the effective time of the merger (other than the shares identified in the prior bullets) will automatically be canceled and retired and all such shares will cease to exist and will thereafter only represent the right to receive the per share price.

 

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At or prior to the closing of the merger, a sufficient amount of cash will be deposited with a designated paying agent to pay the aggregate per share price. Once a stockholder has provided the paying agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or customary agent’s message with respect to book-entry shares, appropriate letter of transmittal and other items specified by the paying agent, then the paying agent will pay the stockholder the appropriate portion of the aggregate per share price. For more information, see the section of this proxy statement captioned “The Merger Agreement—Paying Agent, Exchange Fund and Exchange and Payment Procedures.”

After the merger is completed, each of our stockholders will have the right to receive the per share price for each share of our common stock that such stockholder owned, as described in the section of this proxy statement captioned “The Merger Agreement—Conversion of Shares,” but will no longer have any rights as a Poly stockholder (except that our stockholders who properly and validly exercise and perfect, and do not validly withdraw or subsequently lose, their appraisal rights will have the right to receive payment for the “fair value” of their shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described in the section of this proxy statement captioned “—Appraisal Rights”).

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Poly Board, the Strategic Committee (as defined below), our representatives, or other parties.

The Poly Board regularly evaluates our strategic direction and ongoing business plans with a view toward strengthening our business and enhancing stockholder value, including in the light of the opportunities and challenges presented by the COVID-19 pandemic, work-from-home trends, supply chain disruptions, the impact of market, customer and competitive trends and other economic and industry conditions affecting Poly. As part of this evaluation, the Poly Board has, from time to time, considered a variety of strategic alternatives. These have included, among others, (1) the continuation of, and potential improvements to, our current business plan, with Poly remaining an independent entity; (2) the investment in, and development of, new products and services, and expansion into new markets; (3) capital raising activities; (4) potential expansion opportunities through acquisitions, partnerships or other commercial relationships; and (5) business combinations and other financial and strategic alternatives, including the sale of Poly.

As active participants in the connectivity and peripherals space, HP and Poly are well known to each other. From time to time, members of Poly management have met with members of HP management to discuss, in general terms, their industry and their respective companies, as well as ways that the two companies could work together, including through product partnerships and product offerings.

In January 2021, Dave Shull, our president and chief executive officer, met with senior executives of HP, including Alex Cho, the president of HP’s Personal Systems Group, to discuss industry dynamics, their respective companies, potential commercial and strategic partnerships, and other ways that Poly and HP could work together.

On March 30, 2021, we entered into a confidentiality agreement with HP to discuss ways that Poly and HP could work together. This confidentiality agreement did not include a “standstill” or other restriction on HP’s ability to make public or private proposals to acquire us.

In April 2021 and May 2021, members of Poly management and HP management met to discuss industry dynamics, their respective companies, potential strategic partnerships and other ways that Poly and HP could work together. An acquisition of Poly by HP was one of many types of transactions discussed. These discussions were preliminary and hypothetical in nature, and specific terms of an acquisition were not discussed.

 

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Thereafter, Mr. Shull and senior executives of HP had intermittent conversations about industry dynamics and their respective companies. From time to time, Mr. Shull updated the Poly Board on the nature of these discussions.

On November 15, 2021, Messrs. Shull and Cho met to discuss, in general terms, potential transactions between Poly and HP that could strengthen both companies, including the possibility of a broader commercial relationship coupled with a strategic investment by HP in Poly.

On November 17, 2021, Mr. Cho spoke with Mr. Shull. During this conversation, Mr. Cho noted that HP had thought further about potential partnerships and transactions with Poly and determined that HP preferred to acquire Poly, and that HP would be sending a letter to that effect. Mr. Shull said that he would discuss the matter with the Poly Board.

Later, on November 17, 2021, HP submitted a non-binding written proposal to acquire Poly for $40.00 in cash per share of our common stock. We refer to this as the “Initial HP Proposal.” Mr. Shull subsequently shared the Initial HP Proposal with the Poly Board.

On November 19, 2021, the Poly Board met, with members of Poly management and representatives of Wilson Sonsini Goodrich & Rosati, Professional Corporation (which we refer to as “Wilson Sonsini”), our outside legal counsel, in attendance. Mr. Shull reviewed for the Poly Board the nature of his prior discussions with HP and the terms of the Initial HP Proposal. The representatives of Wilson Sonsini reviewed with the members of the Poly Board their fiduciary duties. It was the consensus of the Poly Board that the Initial HP Proposal had the potential to lead to a transaction that would be attractive to Poly and our stockholders, and that it was appropriate to have additional discussions with HP. As such, the Poly Board instructed Mr. Shull to inform HP that the Poly Board was considering the Initial HP Proposal. To provide assistance to, and oversight of, Poly management in its discussions with HP, as well as in view of the possibility that the Poly Board could elect to undertake a broader review of strategic alternatives in connection with discussions with HP, the Poly Board established a strategic committee (which we refer to as the “Strategic Committee”). The Strategic Committee was formed in the light of the benefits, convenience and efficiency of having a subset of directors oversee any process of considering strategic alternatives in the context of (1) the potentially significant workload that could be involved in any decision by Poly to evaluate strategic alternatives; and (2) the possibility that Poly management and our advisers would need feedback and direction on relatively short notice. The Strategic Committee was not formed due to any actual or perceived conflict of any director or officer of Poly. The Poly Board authorized and instructed the Strategic Committee to, among other things, (1) oversee and provide assistance to Poly management and our advisers; (2) explore, evaluate, consider, review and negotiate the terms and conditions of any strategic alternative, including any sale of Poly; (3) take such other actions with respect to any strategic alternative as the Strategic Committee deemed necessary, appropriate or advisable; and (4) recommend what action, if any, that the Poly Board should take with respect to any strategic alternative. The Poly Board retained the power and authority to approve the final decision on pursuing a strategic alternative, including a sale of Poly. It was also understood that the Poly Board would continue to have an active role in the consideration of strategic alternatives, and that the Strategic Committee would update and seek input from the Poly Board as appropriate. The Poly Board appointed Brian Dexheimer, Robert C. Hagerty, Marshall Mohr and Marvin Tseu as the members of the Strategic Committee. These individuals were selected because of, among other things, their substantial familiarity with Poly and its business and their experience in similar circumstances. Mr. Hagerty was subsequently designated as the chairperson of the Strategic Committee. The Poly Board did not provide for the payment of any compensation to the members of the Strategic Committee in consideration of their service on the committee (other than their ordinary course compensation as members of the Poly Board). The Poly Board discussed the retention of a financial adviser to assist us in connection with evaluating a transaction with HP, as well as with any broader review of strategic alternatives. The Poly Board identified Morgan Stanley as a financial adviser who could provide such assistance. Morgan Stanley is well known to the Poly Board given Morgan Stanley’s qualifications, extensive expertise, international reputation, knowledge of the industry in which Poly operates and experience in advising similar companies in connection with potential

 

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strategic transactions. The Poly Board authorized the Strategic Committee to (1) assess Morgan Stanley’s qualifications and independence to serve as our financial adviser; and (2) work with Poly management to determine if Morgan Stanley was available to assist us. Morgan Stanley was subsequently contacted, and it was determined that they could provide assistance to us.

On November 24, 2021, the Strategic Committee met, with representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley reviewed the Initial HP Proposal from a financial point of view. The Strategic Committee reviewed ways to potentially improve that proposal for the benefit of our stockholders.

On November 29, 2021, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley discussed potential responses to the Initial HP Proposal. The Strategic Committee determined to recommend to the Poly Board that it reject the Initial HP Proposal but signal a willingness to assist HP in better understanding our long-term business plans (including by providing due diligence information) so that HP could improve the value of its acquisition proposal. The Strategic Committee discussed the possibility of contacting other parties regarding their interest in acquiring Poly. It was noted that such contact had the risk of creating opportunities for public speculation that we were pursuing a sale, and that such speculation could be harmful to us and our employees and business partners. The Strategic Committee determined not to initiate such contact at that time due to the potential impact of these risks to us, our employees and our business partners. After the departure of the representatives of Morgan Stanley from the meeting, the Strategic Committee (1) discussed Morgan Stanley’s qualifications and independence in connection with serving as our financial adviser; and (2) determined to recommend that the Poly Board engage Morgan Stanley.

On November 30, 2021, the Poly Board met, with members of Poly management and representatives of Wilson Sonsini in attendance. The members of the Strategic Committee noted that they were supportive of engaging Morgan Stanley as our financial adviser. The Poly Board discussed Morgan Stanley’s qualifications and independence in connection with serving as our financial adviser, including earlier discussions with the Strategic Committee during which representatives of Morgan Stanley generally described Morgan Stanley’s historical relationships with HP and its affiliates. Following the discussion, the Poly Board approved the engagement of Morgan Stanley as our financial adviser and instructed the Strategic Committee to negotiate and enter into an appropriate engagement letter with Morgan Stanley. Representatives of Morgan Stanley joined the meeting and reviewed the Initial HP Proposal from a financial point of view and discussed with the Poly Board potential responses. The members of the Strategic Committee provided their recommendation that the Poly Board reject the Initial HP Proposal but signal a willingness to assist HP in better understanding our long-term business plans (including by providing due diligence information) so that HP could improve the value of its acquisition proposal. It was the consensus of the Poly Board to accept the recommendation of the Strategic Committee.

On December 1, 2021, at the direction of the Poly Board, representatives of Morgan Stanley and Poly management spoke with representatives of each of HP and HP’s financial advisers, Goldman Sachs & Co. LLC (which were refer to as “Goldman Sachs”) and Foros Securities LLC (which we refer to as “Foros”), regarding the Poly Board’s determination. The representatives of HP expressed a willingness to undertake a due diligence review of our business and long-term plans.

On December 3, 2021, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley and members of Poly management discussed their conversation on December 1, 2021, with representatives of each of HP, Goldman Sachs and Foros. The members of Poly management reviewed with the Strategic Committee a draft of Poly’s current long-term business plan and described, among other things, Poly management’s process for preparing Poly’s long-term business plan, including the underlying assumptions and various execution and other risks to realizing the forecasted results. As part of this discussion, the members of Poly management described the Credit Case, which was initially prepared for the information of the lender under Poly’s revolving credit facility. As described in the section of this proxy statement captioned “—Prospective Unaudited Financial

 

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Information,” the Credit Case assumed (1) the continuation of supply constraints for fiscal year 2023 impacting revenue; (2) growth rates in fiscal year 2024 and fiscal year 2025 that were consistent with industry analyst market growth rate assumptions; and (3) a negative impact to gross margin and operating margin in fiscal year 2023 due to higher component and freight costs consistent with those experienced in fiscal year 2022, and improvements to gross margin and operating margin thereafter as supply constraints and freight costs normalize. The members of Poly management also described the Field Case, which was characterized as reflecting a more optimistic, but potentially achievable, forecast than the Credit Case. As described in the section of this proxy statement captioned “—Prospective Unaudited Financial Information,” the Field Case assumed (1) a still constrained but improved supply chain in fiscal year 2023 as a result of component replacements and increased supply; (2) growth rates in fiscal year 2024 and fiscal year 2025 that were consistent with industry analyst market growth rate assumptions; and (3) a negative impact to gross margin and operating margin in fiscal year 2023 due to higher component and freight costs consistent with those experienced in fiscal year 2022 but with some offset due to lower-cost replacement parts, and improvements to gross margin and operating margin thereafter as supply constraints and freight costs normalize. Following the departure from the meeting of the representatives of Morgan Stanley, the Strategic Committee discussed and agreed on an appropriate compensation structure for Morgan Stanley. The Strategic Committee instructed Poly management to finalize the engagement letter with Morgan Stanley.

On December 8, 2021, the Poly Board met, with members of Poly management and representatives of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley and members of Poly management discussed their conversation on December 1, 2021, with representatives of each of HP, Goldman Sachs and Foros. The members of Poly management reviewed with the Poly Board a draft of Poly’s current long-term business plan and described, among other things, Poly management’s process for preparing Poly’s long-term business plan, including the underlying assumptions and various execution and other risks to realizing the forecasted results. As part of this discussion, the members of Poly management described the Credit Case and the Field Case in the same manner that they had done at the meeting of the Strategic Committee on December 3, 2021. The Poly Board noted the current supply chain challenges and the impact that those challenges were having on us, including on Poly management’s ability to forecast our future results. The Poly Board approved both the Credit Case and the Field Case, and authorized Morgan Stanley to use both for purposes of its financial analyses of Poly and to share both with HP. In making such approval, and in the light of the uncertainty regarding current and future supply chain challenges and other related market and industry disruptions facing us, the Poly Board did not adopt either the Credit Case or the Field Case as the single best predictor of our future financial and operating results. Rather, the Poly Board noted that each director, and the members of Poly management, had different perspectives on the Credit Case and the Field Case and the risks to achieving the financial results implied by both cases, and that the Credit Case and the Field Case represented reasonable alternative estimates of our future financial results in the light of the uncertainty facing us. The Poly Board did not conclude that either the Credit Case or the Field Case was more likely to be achieved than the other.

On December 10, 2021, we entered into an engagement letter with Morgan Stanley.

On December 12, 2021, members of Poly management, together with representatives of Morgan Stanley, discussed certain aspects of our business, including portions of the Prospective Unaudited Financial Information, with members of HP management and representatives of both of HP’s financial advisers. In the days following this meeting, members of Poly management and representatives of Morgan Stanley continued to meet with members of HP management and representatives of Goldman Sachs and Foros to discuss the due diligence materials being provided by us to HP.

On December 13, 2021, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The Strategic Committee received an update on the meeting with HP and its representatives that occurred the prior day.

On December 15, 2021, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan

 

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Stanley reviewed the Initial HP Proposal from a financial point of view based on information provided by Poly’s management, including the Credit Case and the Field Case, and publicly available information. Consistent with the Poly Board’s instructions, no relative prioritization or weight was attributed to either case.

On December 20, 2021, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley described the due diligence information being shared with HP. The Strategic Committee discussed the possibility of contacting other parties regarding their interest in acquiring Poly. It was the consensus of the Strategic Committee to consider this further at a future meeting.

On December 22, 2021, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Wilson Sonsini reviewed with the members of the Strategic Committee their fiduciary duties. The status of HP’s due diligence review was discussed. The Strategic Committee discussed the possibility of contacting other parties regarding their interest in acquiring Poly. It was noted that such contact had the risk of creating opportunities for public speculation that we were pursuing a sale, and that such speculation could be harmful to us and our employees and business partners. The Strategic Committee determined not to undertake such contact at that time.

On December 23, 2021, Mr. Cho spoke with Mr. Shull concerning the status of HP’s evaluation of a potential acquisition of us.

On December 24, 2021, HP reaffirmed, in a non-binding written proposal, its desire to acquire us on the terms set forth in the Initial HP Proposal. We refer to this as the “Reaffirmed Initial HP Proposal.” This proposal was accompanied by a draft of the merger agreement and proposed a transaction timeline to announce the transaction concurrently with our quarterly earnings release.

On December 27, 2021, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The Reaffirmed Initial HP Proposal was discussed. It was the consensus of the Strategic Committee to discuss with the Poly Board (1) the Reaffirmed Initial HP Proposal; (2) a possible counterproposal to HP for an acquisition of us with a price per share in the $50s; and (3) the possibility of contacting other parties regarding their interest in acquiring Poly.

On December 29, 2021, the Poly Board met, with members of Poly management and representatives of Wilson Sonsini and Morgan Stanley in attendance. The members of Poly management described their perspectives on various financial and strategic opportunities in front of Poly and ways that they would manage and position Poly in order to capture those opportunities. The Poly Board noted the current supply chain challenges and the impact that those challenges were having on Poly, including on Poly management’s ability to forecast our future results and achieve our projected financial and operating results. The representatives of Morgan Stanley reviewed the Reaffirmed Initial HP Proposal from a financial point of view based on information provided by Poly’s management, including the Credit Case and the Field Case, and publicly available information. The Poly Board discussed the possibility of contacting other parties regarding their interest in acquiring Poly, including the potential risks and impacts to us, our employees and our business partners of making such contact. It was the consensus of the Poly Board not to undertake such contact at that time. It was also the consensus of the Poly Board not to accept the Reaffirmed Initial HP Proposal and to make a counterproposal to HP for an acquisition of Poly by HP for $50.00 in cash per share of our common stock. We refer to this as the “Initial Poly Counterproposal.” Representatives of Morgan Stanley subsequently conveyed the Initial Poly Counterproposal to both of HP’s financial advisers on December 30, 2021, as directed by the Poly Board.

On January 5, 2022, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. Members of Poly management provided an update on our financial and operating results for our fiscal third quarter. The representatives of Morgan Stanley noted

 

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that, based on earlier conversations with both of HP’s financial advisers, HP was still considering the Initial Poly Counterproposal. The Strategic Committee discussed the possibility of contacting other parties regarding their interest in acquiring Poly. After considering the benefits and risks to Poly, the Strategic Committee determined that it was appropriate to contact a potential strategic acquirer (which we refer to as “Party A”) regarding its interest in a potential acquisition of us, and directed Morgan Stanley to do so. The Strategic Committee selected Party A based on its view that Party A, among alternative potential acquirers, may be interested in pursuing a potential acquisition of Poly, and had the capability to engage in, and consummate, a transaction expeditiously and on terms that would be attractive to Poly and its stockholders and that would be competitive with HP’s proposals.

On January 6, 2022, members of Poly management met with members of HP management to discuss Poly’s financial performance.

On January 7, 2022, representatives of Morgan Stanley spoke with representatives of Party A about Party A’s interest in a potential acquisition of us. The representatives of Party A expressed a desire to further discuss the opportunity.

On January 12, 2022, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The nature of engagement by Party A, as well as the upcoming management meeting with Party A, was discussed. The Strategic Committee considered whether to contact other parties regarding their interest in acquiring Poly, including any potential financial acquirers. As part of this discussion, the representatives of Morgan Stanley noted that, on January 9, 2022, representatives of Morgan Stanley had a conversation with representatives of a prominent financial acquirer in which they explored, on a hypothetical basis and as part of a larger discussion regarding market dynamics and transaction opportunities, whether that financial acquirer would have any interest in considering a potential acquisition of a company like Poly. The financial acquirer did not express any such interest. The representatives of Morgan Stanley discussed with members of the Strategic Committee why we might not be a likely acquisition candidate for a financial acquirer given, among other things, our business profile, declining growth and margins, and uncertain future financial performance. The Strategic Committee determined not to contact additional parties regarding their interest in acquiring Poly at that time.

On January 13, 2022, members of Poly management and representatives of Morgan Stanley discussed certain aspects of our business with members of Party A management. In the days following this meeting, members of Poly management and representatives of Morgan Stanley continued to discuss with members of Party A management the due diligence materials being provided by us to Party A. We and Party A engaged in these conversations and information sharing in reliance on an existing confidentiality agreement between the parties that was entered into in May 2020. This confidentiality agreement did not include a “standstill” or other restriction on Party A’s ability to make public or private proposals to acquire us.

On January 14, 2022, HP submitted a non-binding written proposal to acquire us for $42.25 in cash per share of our common stock. We refer to this as the “Second HP Proposal.”

Later on January 14, 2022, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley reviewed the recent meeting with Party A and discussed the Second HP Proposal. The representatives of Morgan Stanley reviewed the Second HP Proposal from a financial point of view based on information provided by Poly’s management, including the Credit Case and the Field Case, and publicly available information. Mr. Shull noted the challenges facing our business and industry in the near term and the potential negative market perception of those challenges. The Strategic Committee determined to allow HP to conduct additional due diligence, with the understanding (to be conveyed to both of HP’s financial advisers by representatives of Morgan Stanley) that the price in an acquisition of Poly by HP was not yet agreed, and such message was delivered by Morgan Stanley to representatives of HP shortly after this meeting. The Strategic Committee

 

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discussed the possibility of contacting additional parties regarding their interest in acquiring Poly. After considering the benefits and risks to Poly of these contacts, the Strategic Committee directed the representatives of Morgan Stanley to speak with a potential strategic acquirer (which we refer to as “Party B”) regarding its interest in a possible acquisition of us. The Strategic Committee selected Party B based on its view that Party B, among alternative acquirers, may be interested in pursuing a potential acquisition of Poly, and had the capability to engage in, and consummate, a transaction expeditiously and on terms that would be attractive to Poly and its stockholders and competitive with HP’s proposals.

On January 15, 2022, representatives of Morgan Stanley spoke with members of Party B management. The members of Party B management informed the representatives of Morgan Stanley that Party B was not interested in pursuing an acquisition of Poly at that time.

Also on January 15, 2022, both of HP’s financial advisers informed Morgan Stanley that HP required more clarity on Poly’s position regarding the Second HP Proposal, including with respect to the proposed price per share. After discussing HP’s request with members of each of Poly management and the Strategic Committee, representatives of Morgan Stanley, acting pursuant to direction from Poly, informed both of HP’s financial advisers that the Strategic Committee could be supportive of an acquisition proposal at $45.00 in cash per share of our common stock.

On January 16, 2022, both of HP’s financial advisers communicated to Morgan Stanley HP’s increased acquisition proposal of $42.55 in cash per share of our common stock. We refer to this as the “Third HP Proposal.”

On January 18, 2022, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley (1) reviewed the Third HP Proposal from a financial point of view; (2) described their conversation with members of Party B management; and (3) noted the due diligence information being provided to Party A. The Strategic Committee discussed parties other than Party A and Party B that it could contact regarding their interest in a strategic transaction with us, including the potential risks and impacts to our business of making such contact. It was the consensus of the Strategic Committee to discuss the matter further with the Poly Board. The Strategic Committee (1) confirmed its prior decision to allow HP to conduct additional due diligence; (2) determined to continue to provide due diligence information to Party A; and (3) determined that it would recommend that the Poly Board accept the Third HP Proposal.

Later on January 18, 2022, the Poly Board met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The members of Poly management provided an update on the status of our business, and noted the ongoing supply chain and other challenges facing us, along with the risks associated with achieving some or all of the financial results implied by the Prospective Unaudited Financial Information. The terms of the Third HP Proposal were reviewed, including the Strategic Committee’s recommendation that the Poly Board accept that proposal. The representatives of Morgan Stanley reviewed the Third HP Proposal from a financial point of view based on information provided by Poly’s management, including the Credit Case and the Field Case, and publicly available information, including the then-current version of the Street Case (as defined in the section of this proxy statement captioned “—Prospective Unaudited Financial Information”). The Poly Board and the representatives of Morgan Stanley reviewed strategic acquirers other than Party A and Party B that might have an interest in an acquisition of us, including as to our strategic fit with each potential acquirer and the ability of each potential acquirer to engage in, and consummate, an acquisition of us. It was noted that Party A continued to consider pursuing an acquisition of us. The Poly Board noted (1) the risk that a broader transaction solicitation process could result in opportunities for public speculation that we were pursuing a sale, and that such speculation could be harmful to us and our employees and business partners; and (2) the various execution risks and challenges related to an acquisition of us by potential strategic acquirers, including from a regulatory perspective. In the light of these considerations, the Poly Board determined that the risks to contacting additional potential strategic acquirers outweighed the benefits (but that

 

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Poly and its advisers should continue to engage with Party A as long as it was continuing to consider an acquisition of us). The Poly Board also considered whether to contact any potential financial acquirers. It was determined that, in the light of our business profile, operational outlook and uncertain future financial performance, it would be unlikely that a financial acquirer would present an acquisition proposal that the Poly Board was likely to find of interest and be competitive with the terms of the Third HP Proposal. In the light of this consideration, and the risks to us that a broader transaction solicitation process could result in opportunities for public speculation that we were pursuing a sale, the Poly Board determined not to contact any potential financial acquirers. The Poly Board determined that it supported the Third HP Proposal and directed the representatives of Morgan Stanley to inform both of HP’s financial advisers of that support, subject to negotiation of the merger agreement. The representatives of Morgan Stanley subsequently informed representatives of HP of the Poly Board’s determination.

Following the Poly Board meeting on January 18, 2022, HP and its advisers were granted access to an electronic data room that contained legal and operational due diligence documents and information to support their due diligence review of Poly. Thereafter, members of HP management and representatives of HP’s advisers conducted additional operational, legal, financial, accounting, employment and other due diligence on Poly. At various points, members of HP management and representatives of HP (including HP’s legal and financial advisers) met with Poly management and our advisers to discuss due diligence information, including in connection with HP’s assessment of potential synergies and current and prospective employee retention and related matters.

On January 20, 2022, representatives of Party A informed representatives of Morgan Stanley that Party A was no longer considering an acquisition of us. Prior to this, we had continued to make due diligence information available to Party A.

On January 24, 2022, representatives of Wilson Sonsini, on behalf of Poly, provided representatives of HP and its legal advisers with a revised draft of the merger agreement. Thereafter, Poly management and HP management, and representatives of their respective legal advisers, negotiated the terms of the merger agreement. Key terms of the merger agreement negotiated by the parties included (1) the nature and scope of HP’s obligations to secure necessary regulatory approvals for the acquisition; (2) the circumstances in which the Poly Board could evaluate and accept a “superior proposal” and in which a termination fee would be payable by us to HP; (3) the definition of “material adverse effect”; (4) the conditions to each party’s obligation to consummate the merger and each party’s right to terminate the merger agreement; (5) the nature and scope of the interim operating covenants applicable to Poly during the period prior to the closing of the merger; and (6) Poly’s representations, warranties and covenants contained in the merger agreement.

On January 26, 2022, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley (1) discussed the ongoing due diligence review by HP; and (2) Party A’s decision not to further consider an acquisition of us. The Strategic Committee discussed strategic acquirers other than Party A and Party B that it could contact regarding their interest in an acquisition of us. The Strategic Committee also discussed whether to contact any potential financial acquirers. The Strategic Committee determined that any contact with other strategic or financial acquirers was unlikely to lead to a transaction that would be as favorable to us as a transaction with HP, and that such contact carried significant risk to us. The representatives of Wilson Sonsini reviewed the terms of the draft merger agreement. The Strategic Committee reminded Poly management that it should not discuss the terms of any employment arrangements with HP following the potential acquisition until approved to do so by the Strategic Committee and after the key terms of the merger agreement had been determined. The members of Poly management confirmed that no such discussions had occurred.

As of January 27, 2022, the confidentiality agreement between Poly and HP was amended to extend the term of the agreement and include restrictions on HP’s ability to solicit the employment of our key employees. This amendment did not include a “standstill” or other restriction on HP’s ability to make public or private proposals to acquire us.

 

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On January 31, 2022, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley discussed the ongoing due diligence by HP, including HP’s requests for additional information related to the following items, both of which HP identified as concerns: (1) ongoing supply chain challenges impacting Poly; and (2) employee attrition at Poly. The possibility that HP might seek to lower the acquisition price was also discussed.

On February 2, 2022, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Morgan Stanley discussed the ongoing due diligence by HP and the areas of HP’s diligence focus.

On February 3, 2022, Mr. Shull spoke with Enrique Lores, the president and chief executive officer of HP, and Mr. Cho. During this conversation, Messrs. Lores and Cho described additional due diligence that HP needed to undertake before it could proceed with an acquisition of us.

Later on February 3, 2022, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The Strategic Committee discussed the additional due diligence to be undertaken by HP.

On February 4, 2022, the Poly Board met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The Poly Board discussed the additional due diligence to be undertaken by HP and agreed to allow HP to proceed. Thereafter, members of each of Poly management and HP management and their respective advisers continued to meet regularly to discuss due diligence matters.

On February 8, 2022, Poly reported financial results for the third quarter of fiscal year 2022, which results noted supply chain constraints driving increased backlog across all product categories. For the quarter, Poly reported revenue of $410 million and Adjusted EBITDA of $47 million, which were below (1) Wall Street Research consensus estimates of $419 million and $52 million, respectively, and (2) the estimates included in the Credit Case and the Field Case for the quarter as a result of in each case, among other things, continuing supply chain uncertainties.

On February 15, 2022, Mr. Shull spoke with Mr. Cho. During this conversation, Mr. Cho emphasized HP’s need to continue due diligence with respect to (1) ongoing supply chain challenges impacting Poly; and (2) evolving challenges to Poly’s employee retention.

On February 16, 2022, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The Strategic Committee discussed the status of HP’s due diligence work.

On or about March 9, 2022, Mr. Shull spoke with Mr. Cho. During this conversation, Mr. Cho expressed his support for an acquisition of us by HP, but again noted HP’s concerns regarding (1) ongoing supply chain challenges impacting Poly; and (2) employee attrition at Poly.

On March 15, 2022, the Poly Board met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The Poly Board discussed the status of HP’s due diligence work and the acquisition more generally.

On March 16, 2022, representatives of HP informed representatives of Morgan Stanley that HP was lowering the price in the proposed acquisition to $35.00 in cash per share of our common stock. We refer to this as the “Fourth HP Proposal.” In support of this decision, the representatives of HP cited (1) certain general factors, including recent volatility in the stock market and adverse and worsening macroeconomic and geopolitical developments; and (2) certain Poly specific factors, including HP’s concerns with (a) ongoing supply chain challenges impacting Poly and (b) employee attrition at Poly. In response, the representatives of Morgan Stanley stated their view that it was unlikely that there would be any support at the Poly Board for a transaction at the price level contemplated by the Fourth HP Proposal.

 

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Later on March 16, 2022, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The Strategic Committee discussed the Fourth HP Proposal. The representatives of Morgan Stanley reviewed the Fourth HP Proposal from a financial point of view. The Strategic Committee discussed a variety of responses to HP, including the possibility of discontinuing acquisition discussions. The Strategic Committee determined to reject the Fourth HP Proposal and instructed the representatives of Morgan Stanley to inform representatives of HP of that decision. The representatives of Morgan Stanley subsequently did so.

On March 18, 2022, representatives of Morgan Stanley spoke with representatives of HP about the status of the acquisition. The representatives of HP said that HP was still considering how, if at all, to respond to the Strategic Committee’s rejection of the Fourth HP Proposal and also reiterated HP’s concerns previously communicated in connection with the submission of the Fourth HP Proposal.

On March 21, 2022, both of HP’s financial advisers informed representatives of Morgan Stanley that HP was increasing the price in the proposed acquisition to $38.75 in cash per share of our common stock. We refer to this as the “Fifth HP Proposal.” In response, the representatives of Morgan Stanley stated their view that it was unlikely that there would be support at the Poly Board for a transaction at the price level contemplated by the Fifth HP Proposal.

Later on March 21, 2022, the Strategic Committee met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The Strategic Committee discussed the Fifth HP Proposal. The Strategic Committee determined that it did not support the Fifth HP Proposal. The Strategic Committee discussed a variety of responses to HP (including the possibility of discontinuing acquisition discussions), and determined to seek input from the Poly Board related to the terms of a potential counterproposal (including as to whether to make a counterproposal at all).

On March 22, 2022, the Poly Board met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The Poly Board discussed the Fifth HP Proposal. The representatives of Morgan Stanley reviewed the Fifth HP Proposal from a financial point of view based on information provided by Poly’s management, including the Credit Case and the Field Case, and publicly available information, including the Street Case. Members of Poly management provided an update on (1) our financial and operating results, including with respect to ongoing supply chain challenges and other industry conditions that presented risks to achieving some or all of the results implied by the Prospective Unaudited Financial Information; and (2) investor sentiment. After discussion and the failure to reach consensus, the Poly Board instructed Mr. Hagerty to meet with Mr. Lores to discuss the acquisition, including to inform Mr. Lores of the lack of consensus among the members of the Poly Board as to how, if at all, to proceed in the light of the terms of the Fifth HP Proposal.

Later on March 22, 2022, Messrs. Hagerty and Lores spoke. During this conversation, Mr. Lores offered to increase the price in the acquisition to $40.00 in cash per share of our common stock. We refer to this as the “Final HP Proposal.” Mr. Hagerty inquired as to whether Mr. Lores would consider a higher price per share, to which Mr. Lores responded that the Final HP Proposal was HP’s best and final offer.

On March 23, 2022, the Poly Board met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. Mr. Hagerty described his conversation with Mr. Lores and reviewed the terms of the Final HP Proposal. Mr. Hagerty informed the Poly Board that Mr. Lores had characterized the Final HP Proposal as HP’s best and final offer. The representatives of Morgan Stanley noted that both of HP’s financial advisers had conveyed the same message to Morgan Stanley. The representatives of Morgan Stanley reviewed the Final HP Proposal from a financial point of view based on information provided by Poly’s management, including the Credit Case and the Field Case, and publicly available information, including the Street Case. The members of Poly management reminded the Poly Board of the considerations related to the Credit Case and the Field Case first discussed at the meeting of the Strategic Committee on December 3, 2021. As part of this discussion, the members of Poly management (1) stated that the Credit Case continued to

 

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represent a more conservative view of Poly’s future financial and operating results; and (2) described their evolving views on the achievability of the financial and operating results implied by the Field Case given ongoing supply chain challenges. Following a review of the Credit Case and the Field Case, as well as the uncertainty regarding current and future supply chain challenges and other related market and industry disruptions facing us, the Poly Board again did not adopt either the Credit Case or the Field Case as the single best predictor of our future financial and operating results. Rather, the Poly Board noted that each director, and the members of Poly management, had different perspectives on the Credit Case and the Field Case and the risks to achieving the financial results implied by both cases, and that the Credit Case and the Field Case represented reasonable alternative estimates of our future financial results in the light of the uncertainty facing us. The Poly Board did not conclude that either the Credit Case or the Field Case was more likely to be achieved than the other, and reiterated its authorization for Morgan Stanley to use both cases in connection with its financial analyses with no relative prioritization or weight attributed to one over the other. The Poly Board expressed its support for the Final HP Proposal and instructed the representatives of Wilson Sonsini and Morgan Stanley to work toward finalizing the merger agreement and the related disclosure letter.

On March 25, 2022, the Poly Board met, with members of Poly management and representatives of each of Wilson Sonsini and Morgan Stanley in attendance. The representatives of Wilson Sonsini reviewed with the members of the Poly Board their fiduciary duties. The representatives of Wilson Sonsini also reviewed the principal terms of the merger agreement. The representatives of Morgan Stanley reviewed Morgan Stanley’s financial analysis of the Final HP Proposal of $40.00 in cash per share of Poly common stock to be received by the holders of shares of Poly common stock (other than as specified in the merger agreement) pursuant to the merger agreement. Morgan Stanley then rendered to the Poly Board its oral opinion, subsequently confirmed in writing, that, as of March 25, 2022, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, $40.00 in cash per share of Poly common stock to be received by the holders of shares of Poly common stock (other than cancelled shares and appraisal shares) pursuant to the merger agreement was fair from a financial point of view to such holders of shares of Poly common stock, as set forth in such opinion as more fully described in the section of this proxy statement captioned “The Merger—Opinion of Morgan Stanley & Co. LLC.” Prior to this Poly Board meeting, Morgan Stanley provided customary disclosures regarding Morgan Stanley’s relationships with HP and its affiliates. The Poly Board, after considering the reasons and factors more fully described in the section of this proxy statement captioned “—Recommendation of the Poly Board and the Reasons for the Merger,” (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement were fair to, advisable and in the best interests of Poly and its stockholders; and (2) adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. Poly and HP subsequently signed the merger agreement.

Early on March 28, 2022, before the opening of trading on the NYSE, we publicly disclosed our entry into the merger agreement.

Recommendation of the Poly Board and Reasons for the Merger

Recommendation of the Poly Board

The Poly Board: (1) approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement and approved the execution and performance of the merger agreement, and (2) determined that the merger and the other contemplated by the merger agreement are fair to and in the best interests of Poly and its stockholders.

The Poly Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Poly to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

 

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Reasons for the Merger

In evaluating the merger agreement and the merger, the Poly Board consulted with Poly management, as well as representatives of each of Wilson Sonsini and Morgan Stanley. In recommending that Poly stockholders vote “FOR” the adoption of the merger agreement, the Poly Board considered and analyzed a number of factors, including the following (which factors are not necessarily presented in order of relative importance). Based on these consultations, considerations and analyses, and the factors discussed below, the Poly Board concluded that entering into the merger agreement was advisable and in the best interests of Poly and our stockholders.

The Poly Board believed that the following material factors and benefits supported its determination and recommendation:

 

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Financial Condition, Results of Operations and Prospects of Poly; Risks of Execution. The current, historical and projected financial condition, results of operations and business of Poly, as well as Poly’s prospects and risks if it were to remain an independent company. In particular, the Poly Board considered Poly’s current business plan (as reflected in the Prospective Unaudited Financial Information). As part of this, the Poly Board considered the current business plan and the potential opportunities and risks that it presented against, among other things, various execution and other risks to achieving the plan and related uncertainties, including: (1) the impact of market, customer and competitive trends on Poly; and (2) the general risks related to market conditions that could reduce the price of our common stock. Among the potential risks identified by the Poly Board were:

 

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Ongoing (and potentially worsening) disruptions in Poly’s supply chain, including the inability of our manufacturing facilities and those of our contract manufacturers, original design manufacturers, suppliers and sub-suppliers to provide or timely deliver sufficient quantities of key component parts or finished products. The Poly Board was aware that these disruptions have substantially impacted our ability to deliver products to our customers on a timely and cost-effective basis. These disruptions have negatively impacted Poly’s revenues, reduced our profit margins and potentially harmed relationships with affected customers. The Poly Board noted that it could not predict when these disruptions would normalize or that they would be resolved in the near term. The Poly Board also noted that these disruptions could get worse due to many factors, including geopolitical circumstances, market forces and competitive dynamics.

 

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Poly’s competitive positioning and prospects as an independent company. Included among these risks were consideration of (1) Poly’s size, as well as its financial resources, relative to those of its competitors; (2) new and evolving competitive threats as other large players potentially enter the market; (3) the substantial risks to achieving Poly’s business plan; and (4) the constraints placed on Poly’s expansion opportunities given its substantial debt load and the related need to refinance that debt in the relatively short term.

 

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The continued business and economic uncertainty related to the COVID-19 pandemic and the possibility that business conditions—for Poly and the larger economy—will not improve and could get worse.

 

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The challenges of making investments to achieve long-term growth prospects for a publicly traded company, which is subject to scrutiny based on its quarter-over-quarter performance. The Poly Board was aware that the price of our common stock could be negatively impacted if Poly failed to meet investor expectations, including if Poly failed to meet its growth objectives.

 

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The historical execution track record of Poly’s business plan by Poly management and their ability to continue to drive Poly’s business.

 

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Potential Strategic Alternatives. The assessment of the Poly Board that none of the possible alternatives to the merger (including continuing to operate Poly as an independent company or pursuing a different transaction, and the desirability and perceived risks of those alternatives, as well as the potential benefits and risks to Poly’s stockholders of those alternatives and the timing and

 

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likelihood of effecting such alternatives) was reasonably likely to present superior opportunities for Poly to create greater value for our stockholders, taking into account execution risks as well as business, financial, industry, competitive and regulatory risks. In this regard, the Poly Board considered the fact that neither Party A nor Party B submitted a proposal to acquire Poly. In addition, the Poly Board considered that the merger was the result of a strategic review process overseen by the Strategic Committee with the assistance of its independent legal and financial advisors.

 

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Certainty of Value. The consideration to be received by our stockholders in the merger consists entirely of cash, which provides certainty of value measured against the ongoing business and financial execution risks of Poly’s business plan, and allows our stockholders to realize that value immediately upon the closing of the merger. In that regard, the Poly Board noted that Poly’s stock price could be negatively impacted if we failed to meet investor expectations, and that the amount of cash to be received for each outstanding share of Poly common stock is fixed and will not be reduced if the share price of Poly common stock declines prior to the effective time of the merger.

 

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Best Value Reasonably Obtainable. The per share price was the result of extensive negotiation between the parties overseen by the Strategic Committee composed of independent members of the Poly Board. The Poly Board believed that the per share price represented the best value that Poly could reasonably obtain from HP for the shares of our common stock, taking into account the Poly Board’s familiarity with the business, operations, prospects, business strategy, assets, liabilities and general financial condition of Poly on a historical and prospective basis. In addition, the Poly Board believed that, measured against the longer-term execution risks described above, the per share price reflects a fair and favorable price for the shares of our common stock. The Poly Board also considered that the per share price constitutes (1) a premium of approximately 47 percent to the closing price of our common stock on March 24, 2022; and (2) a premium of approximately 47 percent to Poly’s 30-trading day average closing stock price ending on March 24, 2022.

 

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Fairness Opinion of Morgan Stanley. The oral opinion of Morgan Stanley rendered to the Poly Board, subsequently confirmed in writing, that, as of March 25, 2022, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the per share consideration to be received by our stockholders (other than the holders of the cancelled shares and appraisal shares) pursuant to the merger agreement was fair from a financial point of view to such stockholders. The opinion is more fully described in the section of this proxy statement captioned “—Opinion of Morgan Stanley & Co. LLC” and the full text of the opinion is attached as Annex B to this proxy statement.

 

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Negotiations with HP and Terms of the Merger Agreement. The terms of the merger agreement, which was the product of arms’-length negotiations, and the belief of the Poly Board that the merger agreement contained terms and conditions that provided the Poly Board with a high level of closing certainty. The factors considered included:

 

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Poly’s ability, under certain circumstances, to furnish information to, and conduct negotiations with, third parties submitting unsolicited takeover proposals.

 

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The Poly Board’s belief that the terms of the merger agreement would be unlikely to deter third parties from making a superior proposal.

 

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The Poly Board’s ability, under certain circumstances, to withdraw or modify its recommendation that our stockholders vote in favor of the adoption of the merger agreement.

 

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The Poly Board’s ability, under certain circumstances, to terminate the merger agreement to enter into an alternative acquisition agreement. In that regard, the Poly Board believed that the termination fee payable by Poly in such instance was reasonable, consistent with or below similar fees payable in comparable transactions, and not preclusive of other offers.

 

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The antitrust efforts that HP was willing to commit to in the merger agreement, making the merger reasonably likely to be consummated.

 

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The agreement by Poly and HP to use their respective reasonable best efforts to take all actions necessary to consummate the merger, including (1) obtaining all necessary or advisable waivers, consents and approvals and (2) defending any lawsuits challenging the merger agreement.

 

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The limited conditions to HP’s obligation to consummate the merger, making the merger reasonably likely to be consummated.

 

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The consummation of the merger not being subject to a financing condition. In addition, HP represented in the merger agreement that it will have sufficient funds to consummate the merger.

 

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Reasonable Likelihood of Consummation. The belief of the Poly Board that an acquisition by HP has a reasonable likelihood of closing.

 

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No HP Stockholder Vote. The fact that the consummation of the merger is not subject to the approval of HP’s stockholders.

 

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Business Reputation of HP. The business reputation and financial resources of HP, and its long track record of completing acquisitions.

 

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Appraisal Rights. The appraisal rights in connection with the merger available to our stockholders who timely and properly exercise such appraisal rights under the DGCL if certain conditions are met.

The Poly Board also considered a number of uncertainties and risks and other potentially negative factors, including the following:

 

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No Stockholder Participation in Future Growth or Earnings. The nature of the merger as a cash transaction means that our stockholders will not participate in Poly’s future earnings or growth and will not benefit from any appreciation in value of the surviving corporation. The Poly Board considered the other potential alternative strategies available to Poly as an independent company, which, despite significant uncertainty, had the potential to result in a more successful and valuable company.

 

•

No-Shop Restrictions. The restrictions in the merger agreement on Poly’s ability to solicit competing transactions (subject to certain exceptions to allow the Poly Board to exercise its fiduciary duties and to accept a superior proposal, and then only upon the payment of a termination fee).

 

•

Risk Associated with Failure to Consummate the Merger. The possibility that the merger might not be consummated, and if it is not consummated, that: (1) Poly’s directors, senior management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work on behalf of Poly during the pendency of the merger; (2) Poly will have incurred significant transaction and other costs; (3) Poly’s continuing business relationships with customers, business partners and employees may be adversely affected; (4) the trading price of our common stock could be adversely affected; (5) the contractual and legal remedies available to Poly in the event of the termination of the merger agreement may be insufficient, costly to pursue or both; and (6) the failure of the merger to be consummated could result in an adverse perception among our customers, potential customers, employees and investors about Poly’s prospects.

 

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Regulatory Risks. The possibility that regulatory agencies may delay, object to or challenge the merger or may seek to impose terms and conditions on their approvals that are not acceptable to HP.

 

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Impact of Interim Restrictions on Poly’s Business Pending the Completion of the Merger. The restrictions on the conduct of Poly’s business prior to the consummation of the merger, which may delay or prevent us from undertaking strategic initiatives before the completion of the merger that, absent the merger agreement, we might have pursued.

 

•

Effects of the Merger Announcement. The effects of the public announcement of the merger, including the: (1) effects on our employees, customers, operating results and stock price; (2) impact on our ability

 

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to attract and retain key management, sales and marketing, and technical personnel; and (3) potential for litigation in connection with the merger.

 

•

Termination Fee Payable by Poly. The requirement that Poly pay HP a termination fee under certain circumstances following termination of the merger agreement, including if the Poly Board terminates the merger agreement to accept a superior proposal. The Poly Board considered the potentially discouraging impact that this termination fee could have on a third party’s interest in making a competing proposal to acquire Poly.

 

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Taxable Consideration. The receipt of cash in exchange for shares of our common stock in the merger will be a taxable transaction for U.S. federal income tax purposes for many Poly stockholders.

 

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Interests of Poly’s Directors and Executive Officers. The interests that Poly’s directors and executive officers may have in the merger, which may be different from, or in addition to, those of our other stockholders.

This discussion is not meant to be exhaustive. Rather, it summarizes the material reasons and factors evaluated by the Poly Board in its consideration of the merger. After considering these and other factors, the Poly Board concluded that the potential benefits of entering into the merger agreement outweighed the uncertainties and risks. In the light of the variety of factors considered by the Poly Board and the complexity of these factors, the Poly Board did not find it practicable to, and did not, quantify or otherwise assign relative weights, ranks or values to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Poly Board applied his or her own personal business judgment to the process and may have assigned different relative weights, ranks or values to the different factors. The Poly Board adopted and approved the merger agreement and the merger, and recommended that Poly stockholders adopt the merger agreement, based upon the totality of the information presented to, and considered by, the Poly Board.

Opinion of Morgan Stanley & Co. LLC

Poly retained Morgan Stanley to provide it with financial advisory services and an opinion in connection with the possible sale of Poly. The Poly Board selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, extensive expertise and international reputation, its knowledge of and involvement in recent transactions in Poly’s industry, and its knowledge of Poly’s business and affairs. At the meeting of the Poly Board on March 25, 2022, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that, as of March 25, 2022, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the per share consideration to be received by the holders of shares of our common stock (other than as specified in the merger agreement) pursuant to the merger agreement was fair from a financial point of view to such holders of shares of our common stock.

The full text of the written opinion of Morgan Stanley, dated as of March 25, 2022, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B and incorporated by reference in this proxy statement in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Poly Board, in its capacity as such, and addresses only the fairness from a financial point of view of the per share consideration to be received by the holders of shares of our common stock (other than as specified in the merger agreement) pursuant to the merger agreement as of the date of the opinion and does not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. It was not intended to, and does not, constitute an opinion or a recommendation as to how our stockholders should vote at the special meeting.

 

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In connection with rendering its opinion, Morgan Stanley, among other things:

 

•

reviewed certain publicly available financial statements and other business and financial information of Poly;

 

•

reviewed certain internal financial statements and other financial and operating data concerning Poly;

 

•

reviewed certain financial projections for calendar years 2022 through 2024 prepared by the management of Poly and certain extrapolations for calendar years 2025 through 2031 prepared by Morgan Stanley with guidance from Poly management (which were reviewed and approved for Morgan Stanley’s use by Poly management) (which we referred to collectively as the “financial projections” for the purposes of this section; see also the section of this proxy statement captioned “—Prospective Unaudited Financial Information”);

 

•

discussed the past and current operations and financial condition and the prospects of Poly with senior executives of Poly;

 

•

reviewed the reported prices and trading activity for our common stock;

 

•

compared the financial performance of Poly and the prices and trading activity of our common stock with that of certain other publicly traded companies comparable with Poly and their securities;

 

•

reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

 

•

participated in certain discussions and negotiations among representatives of Poly and HP and their financial and legal advisors;

 

•

reviewed a substantially final draft of the merger agreement, dated March 25, 2022 and certain related documents; and

 

•

performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Poly and formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Poly’s management of the future financial performance of Poly. Morgan Stanley expressed no view as to the financial projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley on March 25, 2022. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Poly and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley’s opinion does not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Poly’s officers, directors or employees, or any class of such persons, relative to the per share consideration to be received by the holders of shares of our common stock (other than as specified in the merger agreement) in the merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Poly, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made

 

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available to Morgan Stanley as of, March 25, 2022. Events occurring after March 25, 2022, may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion as of March 25, 2022, subsequently confirmed in writing as of such date, to the Poly Board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and arriving at its opinion, Morgan Stanley utilized and relied upon (1) the Field Case, (2) the Credit Case and (3) the average of estimates by equity research analysts as of March 24, 2022 (which we refer to as the “Street Case”), each of which included extrapolations through calendar year 2031 prepared by Morgan Stanley which were reviewed and approved for Morgan Stanley’s use by Poly’s management. The financial projections are more fully described below in the section of this proxy statement captioned “—Prospective Unaudited Financial Information.” In accordance with direction from the Poly Board, Morgan Stanley utilized the Field Case, Credit Case and Street Case in its financial analyses described below, and no relative prioritization or weight was attributed to any one of the financial projections.

Public Trading Comparables Analysis

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Poly with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (these companies are referred to as the “comparable companies”). These companies were the following:

Cisco Systems, Inc.

Dell Technologies Inc.

Garmin Ltd.

GN Store Nord A/S

GoPro, Inc.

HP Inc.

Logitech International S.A.

Universal Electronics Inc.

For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value (which is referred to as “AV”) for each of the comparable companies utilizing publicly available financial information as of March 24, 2022 to estimated EBITDA for each of calendar years 2022 (which is referred to as “CY22”) and 2023 (which is referred to as “CY23”). Morgan Stanley referred to these ratios as AV/CY2022E EBITDA and AV/CY2023E

 

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EBITDA, respectively. For purposes of its analyses, Morgan Stanley defined “aggregate value” as a company’s fully diluted equity value plus total debt, less cash and cash equivalents and “EBITDA” as earnings before interest, taxes, depreciation and amortization of intangible assets.

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV/CY2022E EBITDA of 8.0x – 11.0x and AV/CY2023E EBITDA of 7.0x – 10.0x and applied these ranges to the estimated EBITDA for Poly for calendar years 2022 and 2023 based on each of the Street Case, Credit Case and the Field Case.

Based on the outstanding shares of our common stock on a fully diluted basis as provided by Poly management on March 23, 2022 and the latest cash and debt balances of Poly as provided by Poly management, Morgan Stanley calculated the estimated implied value per share of our common stock as follows:

 

Public Trading Multiples		Implied Value per Share Range of Poly Common Stock ($)(1)
AV / CY2022E EBITDA
Street Case			15 – 31
Credit Case			11 – 25
Field Case			18 – 35
AV / CY2023E EBITDA
Street Case			21 – 42
Credit Case			15 – 33
Field Case			28 – 52
(1)   Rounded to the nearest whole dollar

No company utilized in the public trading comparables analysis is identical to Poly. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Poly’s control. These include, among other things, the impact of competition on Poly’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Poly and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the potential future equity value of a company’s common stock as a function of such company’s estimated future EBITDA and a range of trading multiples. The resulting estimated future implied equity value is subsequently discounted back to the present day to arrive at an illustrative estimate of the present value for the company’s theoretical future implied stock price. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of our common stock on a standalone basis for each of the Street Case, Credit Case and Field Case.

Morgan Stanley calculated ranges of implied equity values per share of our common stock as of March 24, 2022. To calculate the discounted equity value per share of our common stock, Morgan Stanley used calendar year 2024 estimated EBITDA based on each of the Street Case, Credit Case and Field Case. For each scenario, Morgan Stanley calculated the future-implied fully diluted equity value of Poly as of March 24, 2022 by applying its public trading comparables analysis reference ranges for AV/CY2022E EBITDA of 8.0x – 11.0x, based on each of the Street Case, Credit Case and Field Case, to Poly’s calendar year 2024 estimated EBITDA. In each

 

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case, Morgan Stanley then divided the future-implied fully diluted equity value by estimated future diluted shares outstanding (with such estimates provided by Poly’s management) to calculate a future equity value per share. Morgan Stanley discounted the resulting future equity values per share to March 24, 2022 using a discount rate equal to Poly’s assumed cost of equity of 13.1 percent, which cost of equity was selected by applying the capital asset pricing model and based on the application of Morgan Stanley’s professional judgment and experience. Based on these calculations, this analysis implied the following value ranges per share of Poly’s common stock:

 

Forecast Scenario		Implied Value per Share Range of Poly Common Stock ($)(1)
Street Case			29 – 46
Credit Case			28 – 45
Field Case			40 – 61
(1)   Rounded to the nearest whole dollar.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of fully diluted equity values per share for Poly common stock based on a discounted cash flow analysis to value Poly as a stand-alone entity. Morgan Stanley utilized estimates from the Street Case, Credit Case and Field Case for purposes of its discounted cash flow analysis, as more fully described below.

Morgan Stanley first calculated the estimated unlevered free cash flow, which is defined as earnings before interest, taxes, depreciation and amortization, less (1) stock-based compensation expense, (2) taxes, (3) capital expenditures, and (4) plus or minus changes in net working capital, which estimated unlevered free cash flow was reviewed and approved by Poly management for Morgan Stanley’s use. Each of the Street Case, Credit Case and Field Case included extrapolations through calendar year 2031 prepared by Morgan Stanley that were reviewed and approved for Morgan Stanley’s use by Poly’s management. The free cash flows and terminal values were discounted, using a midyear convention, to present values as of March 24, 2022, at a discount rate ranging from 8.3 percent to 9.2 percent, which discount rates were selected upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of Poly’s weighted average cost of capital determined by the application of the capital asset pricing model. Morgan Stanley utilized perpetual growth rates of 0.0 percent to 2.0 percent as part of its analyses, with such rates were selected upon the application of Morgan Stanley’s professional judgment and experience. Morgan Stanley then deducted net debt of Poly to the value of the discounted unlevered free cash flow and terminal value to derive the implied equity value.

Based on the outstanding shares of Poly common stock on a fully diluted basis as provided by Poly’s management on March 23, 2022, Morgan Stanley calculated the estimated implied value per share of Poly common stock as follows:

 

Forecast Scenario		Implied Value Per Share Range of Poly Common Stock ($)(1)
Street Case			32 – 51
Credit Case			25 – 41
Field Case			48 – 72
(1)   Rounded to the nearest whole dollar.

 

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Precedent Transactions Multiples Analysis

Morgan Stanley performed a precedent transactions multiples analysis, which is designed to imply a value of a company based on publicly available financial terms, by reviewing publicly available statistics for selected comparable transactions. Such comparable transactions were selected because they shared certain characteristics with the merger, most notably because they were similar hardware transactions. For each such transaction, Morgan Stanley noted the ratio of aggregate value of the transaction to each of the target company’s estimated EBITDA for the next 12-month period following the announcement date of the applicable transaction (which is referred to as “NTM EBITDA”).

The following is the list of such reviewed transactions:

 

Selected Precedent Transactions (Target/Acquiror)		AV / NTM EBITDA
3Com Corporation / HP Inc.			22.5x
Aastra Technologies Limited / Mitel Networks Corporation			7.3x
Alcatel-Lucent S.A. / Nokia Corporation			10.6x
Arris International Limited / CommScope Inc.			7.9x
Aruba Networks / HP Inc.			12.4x
Brocade Inc. / Broadcom Inc.			8.9x
CommScope Inc. / The Carlyle Group			7.7x
Electronics for Imaging, Inc. / Siris Capital			12.9x
Foundry Networks Inc. / Brocade Inc.			11.5x
Lexmark International, Inc. / Apex Technology Group			6.2x
Motorola Enterprise / Zebra Technologies Corporation			8.3x
Pace plc / Arris International Limited			7.0x
Polycom Inc. / Siris Capital Group			7.4x
Riverbed Technology, Inc. / Thoma Bravo LP			10.3x
Ruckus Networks / Brocade Inc.			17.6x
Tandberg / Cisco Systems, Inc.			11.5x
Verifone Holdings, Inc. / Francisco Partners			10.5x

Based on its analysis of the relevant metrics for each of the comparable transactions and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges for the ratio of aggregate value to the estimated NTM EBITDA of 8.0x to 12.0x and applied these ranges to Poly’s estimated NTM EBITDA as of March 24, 2022, based on the Street Case to calculate a range of implied equity values per share of our common stock. The results of the analysis were as follows:

 

Precedent Transaction		Implied Value per Share Range of Poly Common Stock ($)(1)
Street Case			18 – 42
(1)   Rounded to the nearest whole dollar.

No company or transaction utilized in the precedent transactions analysis is identical to Poly or the merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Poly’s control. These include, among other things, the impact of competition on Poly’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Poly and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and fully diluted equity value of the

 

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transactions to which the merger is being compared. The fact that points in the range of implied present value per share of Poly derived from the valuation of precedent transactions were less than or greater than the per share price in connection with the merger is not necessarily dispositive in connection with Morgan Stanley’s analysis of the consideration for the merger, but is one of many factors Morgan Stanley considered.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion, but which were noted as reference data for the Poly Board.

Illustrative Precedent Transaction Premiums

Morgan Stanley reviewed the premiums paid by acquirers in selected public company technology transactions occurring between 2011 and March 24, 2022, with aggregate values greater than $250 million. Morgan Stanley selected such public company technology transactions because of certain shared characteristics with the merger based on Morgan Stanley’s professional judgment and experience. For each transaction in the analyses, Morgan Stanley noted, where available: (1) the implied premium to the acquired company’s closing share price on the last trading day prior to announcement (or, as applicable, on the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news); (2) the implied premium to the acquired company’s 30-day average closing share price prior to announcement (or, as applicable, the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news); and (3) the implied premium to the acquired company’s 52-week high closing share price prior to announcement (or, as applicable, the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news).

Based on its analysis of the premia for such transactions and based upon the application of its professional judgment and experience, Morgan Stanley selected (1) a representative range of premia and applied such range to Poly’s closing share price on March 24, 2022; (2) a representative range of premia and applied such range to Poly’s closing share price during the 30 trading days prior to and including March 24, 2022; and (3) a representative range of premia and applied such range to Poly’s closing share price during the 52-week period prior to and including March 24, 2022.

The following table summarizes such calculations:

 

Precedent Transaction Premium Scenario		Representative Premium Ranges				Implied Value per Share Range of Plantronics Common Stock ($)(1)
Premia to 1-Day Unaffected Share Price			20% – 50%				33 – 41
Premia to 30-Day Average Unaffected Share Price			20% – 50%				33 – 41
Premia to 52-Week High Unaffected Share Price			(10)% – 20%				38 – 51
(1)   Rounded to the nearest whole dollar.

 

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Historical Trading Ranges

Morgan Stanley reviewed the historical trading range of our common stock for the 30-, 90- and 365-day periods ending March 25, 2022. The ranges were as follows:

 

Historical Trading Periods		Historical Per Share Range of Poly Common Stock  ($)(1)
Last 30 Days ending on March 24, 2022			24 – 30
Last 90 Days ending on March 24, 2022			24 – 31
Last 365 Days ending on March 24, 2022			23 – 43
(1)   Rounded to the nearest whole dollar.

Equity Research Analysts’ Future Price Targets

Morgan Stanley reviewed publicly available equity research analysts’ share price targets for Poly common stock as of March 24, 2022. Morgan Stanley used the lowest and highest undiscounted price targets issued by those research analysts with publicly available price targets for shares of Poly, resulting in a range of $28 to $55 per share of our common stock, with a median of $33.00 per share.

Morgan Stanley then calculated the range of discounted price targets for Poly by discounting such targets for one year. Based on an estimated cost of equity of 13.1 percent for Poly, Morgan Stanley calculated a range of discounted price targets of $25 to $49 per share of our common stock, with a median of $29 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Poly common stock, and these estimates are subject to uncertainties, including the future financial performance of Poly and future financial market conditions.

General

In connection with the review of the merger by the Poly Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of an opinion is a complex process and not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Poly.

In performing its analyses, Morgan Stanley made numerous judgments and assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Poly’s control. These include, among other things, the impact of competition on Poly’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Poly and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the per share consideration to be received by the holders of shares of Poly common stock (other than as specified in the merger agreement) pursuant to the merger agreement and in connection with the delivery of its opinion dated as of March 25, 2022 to the Poly Board. These analyses do not purport to be appraisals or reflect the prices at which shares of our common stock might actually trade.

 

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The aggregate per share consideration to be received by the holders of shares of our common stock (other than as specified in the merger agreement) pursuant to the merger agreement was determined through arm’s-length negotiations between Poly and HP and was approved by the Poly Board. Morgan Stanley provided financial advice to the Poly Board during these negotiations but did not, however, recommend any specific consideration to Poly or the Poly Board, nor did Morgan Stanley opine that any specific consideration constituted the only appropriate consideration for the merger. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or a recommendation as to how our stockholders should vote at the special meeting.

Morgan Stanley’s opinion and its presentation to the Poly Board were among the many factors taken into consideration by the Poly Board to recommend that the Poly Board approve and adopt the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Poly Board with respect to the consideration pursuant to the merger agreement or of whether the Poly Board would have been willing to agree to a different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

The Poly Board retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, and prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of Poly, HP, and their respective affiliates, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided the Poly Board financial advisory services and an opinion, described in this section and attached to this proxy statement as Annex B, in connection with the merger, and Poly has agreed to pay Morgan Stanley a fee of approximately $36 million for its services, $7 million of which was paid following delivery of the opinion described in this section and attached to this proxy statement as Annex B and the remainder of which is contingent upon the consummation of the merger. Poly has also agreed to reimburse Morgan Stanley for its expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Poly has agreed to indemnify Morgan Stanley and its affiliates, its and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages, liabilities and expenses related to, arising out of or in connection with Morgan Stanley’s engagement, including certain liabilities under the federal securities laws.

In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have provided financing services to Poly and have received aggregate fees of approximately $2 million to $5 million in connection with such services. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have provided financing services to HP and have received aggregate fees of approximately $2 million to $5 million in connection with such services and have acted as a lender to HP. Morgan Stanley may also seek to provide financial advisory and financing services to Poly, HP and their respective affiliates in the future and would expect to receive fees for the rendering of these services. Additionally, Judith Miscik, a director of HP, is a member of the Morgan Stanley board of directors. As a director of Morgan Stanley, Ms. Miscik has not had involvement with the execution of Morgan Stanley’s engagement as financial advisor to Poly.

 

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Prospective Unaudited Financial Information

Other than in connection with our regular earnings press releases and related investor materials, we do not, as a matter of course, make public projections as to our long-term future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, Poly management regularly prepares projections as to our future financial performance for internal use.

In connection with our strategic planning process and evaluation of strategic alternatives (including continuing as an independent company), Poly management prepared and provided to the Poly Board various unaudited forward-looking financial information for fiscal years 2022 through 2025 (which information was then calendarized). At the direction of the Poly Board, cash flows for calendar years 2025 through 2031 were extrapolated by Morgan Stanley and approved by the Poly Board and Poly management for use by Morgan Stanley in connection with its financial analyses for the purpose of rendering an opinion to the Poly Board (as described in more detail in the section of this proxy statement captioned “—Opinion of Morgan Stanley & Co. LLC”).

The unaudited forward-looking financial information prepared by Poly management and provided to the Poly Board included:

 

•

A long-range plan that we refer to as the “Credit Case.” In preparing the Credit Case, Poly management used the following material assumptions: (1) the continuation of supply constraints for fiscal year 2023 impacting revenue; (2) growth rates in fiscal year 2024 and fiscal year 2025 that were consistent with industry analyst market growth rate assumptions; and (3) a negative impact to gross margin and operating margin in fiscal year 2023 due to higher component and freight costs consistent with those experienced in fiscal year 2022, and improvements to gross margin and operating margin thereafter as supply constraints and freight costs normalize.

 

•

A long-range plan that we refer to as the “Field Case.” In preparing the Field Case, Poly management used the following material assumptions: (1) a still constrained but improved supply chain in fiscal year 2023; (2) growth rates in fiscal year 2024 and fiscal year 2025 that were consistent with industry analyst market growth rate assumptions; and (3) a negative impact to gross margin and operating margin in fiscal year 2023 due to higher component and freight costs consistent with those experienced in fiscal year 2022 but with some offset due to lower-cost replacement parts, and improvements to gross margin and operating margin thereafter as supply constraints and freight costs normalize.

This forward-looking information, including the Credit Case and the Field Case, is collectively referred to as the “Prospective Unaudited Financial Information.”

At the direction of the Poly Board, the Prospective Unaudited Financial Information was used by Morgan Stanley in connection with its financial analyses for the purpose of rendering an opinion to the Poly Board and no relative prioritization or weight was attributed to any Prospective Unaudited Financial Information (as described in more detail in the section of this proxy statement captioned “—Opinion of Morgan Stanley & Co. LLC”). A summary of the Prospective Unaudited Financial Information is set forth below. A subset of the Prospective Unaudited Financial Information was provided to HP.

The Prospective Unaudited Financial Information was prepared by, and is the sole responsibility of, Poly management. At Poly’s direction, Morgan Stanley relied on the accuracy and completeness of the Prospective Unaudited Financial Information utilized in its financial analyses and advice to the Poly Board, as well as the assurances of Poly management that (1) it was not aware of any facts or circumstances that would make such information inaccurate or misleading; and (2) the Prospective Unaudited Financial Information were reasonably prepared based on the best currently available estimates and judgments of Poly management of the future financial performance of Poly.

 

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The Prospective Unaudited Financial Information was developed by Poly management without giving effect to the merger or to any changes to Poly’s operations or strategy that may be implemented after the consummation of the merger. The Prospective Unaudited Financial Information also does not consider the effect of any failure of the merger to be completed; it should not be viewed as accurate or continuing in that context.

The Prospective Unaudited Financial Information was not prepared with a view toward public disclosure or complying with accounting principles generally accepted in the United States (which we refer to as “GAAP”). In addition, the Prospective Unaudited Financial Information was not prepared with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. Neither our independent registered public accounting firm nor any other independent accountants have (1) compiled, reviewed, audited, examined or performed any procedures with respect to the Prospective Unaudited Financial Information; (2) expressed any opinion or any other form of assurance on such information or the achievability of the Prospective Unaudited Financial Information; or (3) assumed any responsibility for the Prospective Unaudited Financial Information. Our independent registered public accounting firm disclaims any association with the Prospective Unaudited Financial Information.

Poly management, using its business judgment, believed in good faith that the above assumptions were reasonable and, as a result of this belief, the opinion of Poly management was that the Prospective Unaudited Financial Information (1) was prepared on a reasonable basis; (2) reflected the best currently available estimates and judgments then available (taking into account the relevant information available to Poly management at that time); and (3) presented, to Poly management’s knowledge, our expected future financial performance within the parameters and under the assumptions specified in preparing the Prospective Unaudited Financial Information. Because the Prospective Unaudited Financial Information reflects estimates and judgments, it is susceptible to sensitivities and assumptions, as well as multiple interpretations based on actual experience and business developments. The Prospective Unaudited Financial Information also covers multiple years, and such information by its nature becomes less predictive with each succeeding year. The Prospective Unaudited Financial Information is not, and should not be considered to be, a guarantee of future operating results. Further, the Prospective Unaudited Financial Information is not fact and should not be relied upon as being necessarily indicative of Poly’s future results.

Although the Prospective Unaudited Financial Information is presented with numerical specificity, it reflects numerous assumptions and estimates as to future events, including those detailed above, made by Poly management that Poly management believed in good faith were reasonable. The Prospective Unaudited Financial Information will be affected by our ability to achieve our strategic goals, objectives and targets over the applicable periods. The Prospective Unaudited Financial Information reflects assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Prospective Unaudited Financial Information not to be achieved include, among others, (1) general economic conditions (including the impact of the COVID-19 pandemic); (2) the accuracy of certain accounting assumptions; (3) changes in actual or projected cash flows; (4) changes in tax laws; (5) competitive pressures, including new market entrants and changes in the competitive environment; (6) disruptions in our supply chain, including the inability of our manufacturing facilities and those of our contract manufacturers, original design manufacturers, suppliers and sub-suppliers, to provide or timely deliver sufficient quantities of key component parts or finished products; (7) our ability to attract, integrate and retain qualified personnel; and (8) our ability to develop and successfully introduce new products. Additional factors that may impact us or our business can be found in the section of this proxy statement captioned “Forward-Looking Statements” and in the various risk factors included in our periodic filings with the SEC. All of these factors are difficult to predict, and many of them are outside of our control. As a result, there can be no assurance that the Prospective Unaudited Financial Information will be realized, and actual results may be materially better or materially worse than those contained in the Prospective Unaudited Financial Information. The Prospective Unaudited Financial Information may differ from publicized analyst estimates and forecasts and does not consider any events or circumstances after the date that it was prepared, including the announcement of the entry into the merger agreement. You should evaluate the Prospective Unaudited Financial Information, if at all, in conjunction with our historical financial statements and

 

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other information regarding Poly contained in our public filings with the SEC. Except to the extent required by applicable federal securities laws, we do not intend to update or otherwise revise the Prospective Unaudited Financial Information to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events.

Certain of the financial measures included in the Prospective Unaudited Financial Information, including EBITDA and unlevered free cash flow, are “non-GAAP financial measures.” These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

Financial measures included in forecasts provided to a financial adviser and a board of directors in connection with a business combination transaction, such as the Prospective Unaudited Financial Information, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Prospective Unaudited Financial Information is not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Poly Board or Morgan Stanley. Accordingly, no reconciliation of the financial measures included in the Prospective Unaudited Financial Information is provided in this proxy statement.

The Prospective Unaudited Financial Information constitutes forward-looking statements. By including the Prospective Unaudited Financial Information in this proxy statement, none of Poly, our financial adviser or any of our or our financial adviser’s representatives has made or makes any representation to any person regarding our ultimate performance as compared to the information contained in the Prospective Unaudited Financial Information. The inclusion of the Prospective Unaudited Financial Information should not be regarded as an indication that the Poly Board, Poly, our financial adviser or any other recipient of the Prospective Unaudited Financial Information considered, or now considers, the Prospective Unaudited Financial Information to be predictive of actual future results. For information on factors that may cause our future results to materially vary, see the section of this proxy statement captioned “Forward-Looking Statements.” Further, the inclusion of the Prospective Unaudited Financial Information in this proxy statement does not constitute an admission or representation by Poly that the information presented is material. The Prospective Unaudited Financial Information is included in this proxy statement solely to give our stockholders access to the information that was made available to the Poly Board and Morgan Stanley. The Prospective Unaudited Financial Information is not included in this proxy statement in order to influence any Poly stockholder as to how to vote at the special meeting with respect to the merger, or whether to seek appraisal rights with respect to their shares.

The following tables summarize the Prospective Unaudited Financial Information.

Credit Case

 

		Calendar year ended December 31,
(dollars in millions)		Credit Case												Extrapolations
		2022E				2023E				2024E				2025E				2026E				2027E				2028E				2029E				2030E				2031E
Net Revenue		$	1,774			$	1,925			$	2,095			$	2,200			$	2,288			$	2,357			$	2,428			$	2,500			$	2,575			$	2,627
EBITDA(1)			231			$	291				350				368				384				397				410				423				437				447
Stock Based Compensation Expense			(44	)			(48	)			(52	)			(55	)			(57	)			(59	)			(61	)			(63	)			(64	)			(66	)
Taxes			(16	)			(26	)			(34	)			(42	)			(46	)			(48	)			(51	)			(53	)			(56	)			(58	)
Capital Expenditure			(44	)			(43	)			(47	)			(49	)			(50	)			(50	)			(51	)			(52	)			(52	)			(53	)
Change in Net Working Capital			20				(27	)			(16	)			(10	)			(9	)			(7	)			(7	)			(7	)			(8	)			(5	)
Unlevered free cash flow(2)			147				148				200				212				223				232				240				248				257				265

 

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(1)	EBITDA is defined as Poly’s earnings before interest, taxes, depreciation and amortization of intangible assets.

(2)	Unlevered free cash flow is defined as Poly’s EBITDA less stock-based compensation expense, taxes, capital expenditures, and plus or minus changes in net working capital.

Field Case

 

		Calendar year ended December 31,
(dollars in millions)		Field Case												Extrapolations
		2022E				2023E				2024E				2025E				2026E				2027E				2028E				2029E				2030E				2031E
Net Revenue		$	1,959			$	2,345			$	2,497			$	2,643			$	2,781			$	2,908			$	3,023			$	3,122			$	3,204			$	3,268
EBITDA(1)			275				380				438				473				507				541				573				602				630				654
Stock-Based Compensation Expense			(49	)			(59	)			(62	)			(66	)			(70	)			(73	)			(76	)			(78	)			(80	)			(82	)
Taxes			(22	)			(38	)			(46	)			(57	)			(63	)			(69	)			(75	)			(81	)			(86	)			(91	)
Capital Expenditure			(48	)			(51	)			(55	)			(57	)			(60	)			(62	)			(63	)			(64	)			(65	)			(65	)
Change in Net Working Capital			(51	)			(38	)			(24	)			(15	)			(14	)			(13	)			(11	)			(10	)			(8	)			(6	)
Unlevered free cash flow(2)			105				195				250				277				301				324				347				369				390				409

 

(1)	EBITDA is defined as Poly’s earnings before interest, taxes, depreciation and amortization of intangible assets.

(2)	Unlevered free cash flow is defined as Poly’s EBITDA less stock-based compensation expense, taxes, capital expenditures, and plus or minus changes in net working capital.

Interests of Poly’s Directors and Executive Officers in the Merger

When considering the recommendation of the Poly Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by our stockholders, the Poly Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are more fully described below.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the terms of the merger agreement, directors and officers of Poly will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

Treatment of Equity-Based Awards

Treatment of Poly Equity-Based Awards

As of April 15, 2022, there were no outstanding awards of Poly Restricted Stock.

As of April 15, 2022, there were outstanding awards of Poly RSUs (excluding Poly Interim RSUs) that cover an aggregate of 2,534,176 shares of our common stock, of which Poly RSUs covering an aggregate of 58,279 shares of our common stock were held by our current non-employee directors and of which Poly RSUs covering an aggregate of 204,671 shares of our common stock were held by our current executive officers. As of the same date, there were no outstanding awards of Poly Interim RSUs.

As of April 15, 2022, there were outstanding awards of Poly PSUs (excluding Poly Interim PSUs) that cover an aggregate of 880,076 shares of our common stock (at target level of performance) and 2,099,921 shares of our common stock (at maximum level of performance), of which Poly PSUs covering an aggregate of 455,117 shares

 

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of our common stock (at target level of performance) and 846,019 shares of our common stock (at maximum level of performance) were held by our current executive officers and of which none were held by our current non-employee directors. As of the same date, there were no outstanding awards of Poly Interim PSUs.

At or immediately prior to the effective time of the merger, each share of Poly Restricted Stock that is outstanding immediately prior to the effective time of the merger will vest in full and become free of restrictions as of the effective time of the merger and will be converted into the right to receive the per share price under the same terms and conditions as apply to the receipt of the merger consideration by holders of Poly common stock generally.

At or immediately prior to the effective time of the merger, Poly RSUs that were granted prior to the date of the merger agreement (and excluding any Poly Interim RSUs) that are outstanding immediately prior to the effective time of the merger will be canceled and converted into a right to receive an amount in cash equal to (A) the number of shares of Poly common stock subject to such Poly RSU immediately prior to the effective time of the merger multiplied by (B) the per share price. This amount (less any required withholding and other taxes) will be paid to the applicable holder at or reasonably promptly after the effective time of the merger.

At or immediately prior to the effective time of the merger, Poly PSUs that were granted prior to the date of the merger agreement (and excluding any Poly Interim PSUs) that are outstanding immediately prior to the effective time of the merger will be canceled and converted into the right to receive an amount in cash equal to (A) the total number of shares of Poly common stock subject to such Poly PSU immediately prior to the effective time of the merger (calculated based on the terms of the Poly equity plan and applicable award agreement governing such Poly PSU and based on actual performance against performance targets with such performance determined as of five business days prior to the effective time of the merger) multiplied by (B) the per share price. This amount (less any required withholdings and other taxes) will be paid to the applicable holder at or reasonably promptly after the effective time of the merger.

At or immediately prior to the effective time of the merger, Poly Interim RSUs that were granted on or after the date of the merger agreement and prior to the effective time of the merger (including Poly Converted Interim RSUs) that are outstanding immediately prior to the effective time of the merger will be either (in the sole discretion of HP): (A) assumed by HP and converted into restricted stock units with respect to a number of shares of HP common stock (rounded down to the nearest whole share) that is equal to the product obtained by multiplying (i) the number of shares of Poly common stock subject to such Poly Interim RSU immediately prior to the effective time of the merger by (ii) the quotient obtained by dividing (a) the per share price by (b) the average closing price per share of HP common stock on the NYSE for the ten trading-day period ending on the trading day preceding the closing date of the merger, but subject to the vesting schedule that is applicable to such Poly Interim RSU as in effect immediately prior to the closing of the merger and the other terms and conditions applicable to such Poly Interim RSU as in effect immediately prior to the closing of the merger; or (B) canceled and converted into the right to receive an amount in cash equal to (i) the total number of shares of Poly common stock subject to such Poly Interim RSU immediately prior to the effective time of the merger, multiplied by (ii) the per share price, with such amount payable on the vesting schedule that is applicable to such Poly Interim RSU as in effect immediately prior to the closing of the merger and otherwise subject to the other terms and conditions applicable to such Poly Interim RSU as in effect immediately prior to the closing of the merger (we refer to such consideration described in prior clause (A) or clause (B) as the “Poly Interim RSU Merger Consideration”). For any consideration described in prior clause (A), HP will issue the Poly Interim RSU Merger Consideration in the form of restricted stock units covering shares of HP common stock at or reasonably promptly after the effective time of the merger, or for any consideration described in prior clause (B), the Poly Interim RSU Merger Consideration will be paid in cash (less any required withholding and other taxes) according to the applicable vesting schedule, to each holder of Poly Interim RSUs with respect to such holder’s Poly Interim RSUs.

 

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At or immediately prior to the effective time of the merger, Poly Interim PSUs that were granted on or after the date of the merger agreement and prior to the effective time of the merger that are outstanding immediately prior to the effective time of the merger will be canceled and exchanged for a Poly Converted Interim RSU with respect to a number of shares of Poly common stock equal to the number of shares of Poly common stock subject to such Poly Interim PSU with respect to target performance and with the same remaining time-based vesting schedule that would have been applicable had the Poly Interim PSU been initially granted as a Poly Interim RSU, and such award will be treated as a Poly Interim RSU as described above.

Treatment of Poly Options

As of April 15, 2022, there were no outstanding Poly options to purchase shares of our common stock with an exercise price below the per share price. As of the same date, there were outstanding Poly options to purchase an aggregate of 44,000 shares of our common stock with an exercise price greater than or equal to the per share price, of which none were held by our current non-employee directors or current executive officers.

At or immediately prior to the effective time of the merger, Poly options that have an exercise price per share of our common stock that is less than the per share price, whether or not exercisable or vested, that are outstanding as of immediately prior to the effective time will be canceled and converted into the right to receive an amount in cash determined by multiplying (A) the excess of the per share price over the exercise price of such Poly option by (B) the number of shares of our common stock subject to such Poly option. This amount (less any required withholdings and other taxes) will be paid to the applicable holder at or reasonably promptly after the effective time of the merger.

At or immediately prior to the effective time of the merger, Poly options that have an exercise price per share of our common stock that is equal to or greater than the per share price, whether or not exercisable or vested, that are outstanding as of immediately prior to the effective time will be canceled without payment.

Treatment of the ESPP

The ESPP will be frozen and suspended at the end of the offering period that is in progress as of the date of the merger agreement and no new offering periods will commence under the ESPP at any time on or after the date of the merger agreement. No current participants in the ESPP will be permitted to increase their payroll deduction elections or rate of contributions under the ESPP from those in effect on the date of the merger agreement or make any separate non-payroll contribution to the ESPP on or following the date of the merger agreement. If any offering period that is in progress as of the date of the merger agreement continues to be in progress as of the effective time of the merger, such offering period will be shortened in accordance with the terms of the ESPP to a date on or prior to the closing date of the merger. The ESPP will terminate prior to, and contingent upon, the effective time of the merger. Of our current executive officers, one currently participates in the ESPP. Our non-employee directors are not eligible to participate in the ESPP.

Equity Interests of Poly’s Directors and Executive Officers

The following table sets forth for each person who has been a Poly executive officer or member of the Poly Board at any time since the beginning of Poly’s 2022 fiscal year, (1) the number of shares of our common stock directly held; and (2) the number of shares of our common stock subject to his or her Poly Restricted Stock, Poly RSUs and Poly PSUs (at target levels of achievement), assuming the following and such additional assumptions set forth in the footnotes to the table:

 

•

the shares held directly include shares of our common stock directly held by the individual as of April 15, 2022, plus any shares of our common stock subject to Poly Restricted Stock, Poly RSUs and Poly PSUs that are scheduled to vest and be settled before June 15, 2022 (without regard to any change in control-related accelerated vesting);

 

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•

the Poly Restricted Stock, Poly RSUs and Poly PSUs include those that would be outstanding as of June 15, 2022, in accordance with their regular vesting schedules and assuming continued service by the individual through such date (without regard to any change in control-related accelerated vesting); and

 

•

that no Poly options or additional Poly Restricted Stock, Poly Interim RSUs or Poly Interim PSUs are granted to any such individual on or before such date.

 

		Shares Held Directly(1)								Poly Restricted Stock, Poly RSUs and Poly PSUs(2)
Name		Number of Shares (#)				Value of Shares ($)				Number of Shares (#)				Value of Shares ($)				Total ($)
Robert Hagerty(3)			74,392				2,975,680				5,715				228,600				3,204,280
Marvin Tseu(4)			43,261				1,730,440				5,715				228,600				1,959,040
Kathy Crusco(5)			18,613				744,520				5,715				228,600				973,120
Brian Dexheimer(6)			124,560				4,982,400				5,715				228,600				5,211,000
Greggory Hammann(7)			36,261				1,450,440				5,715				228,600				1,679,040
Guido Jouret(8)			16,311				652,440				5,715				228,600				881,040
Talvis Love(9)			—				—				6,844				273,760				273,760
Marshall Mohr(10)			42,261				1,690,440				5,715				228,600				1,919,040
Daniel Moloney(11)			18,527				741,080				5,715				228,600				969,680
Yael Zheng(12)			7,392				295,680				5,715				228,600				524,280
David Shull(13)			188,577				7,543,080				262,831				10,513,240				18,056,320
Charles Boynton(14)			103,299				4,131,960				78,851				3,154,040				7,286,000
Lisa Bodensteiner(15)			28,693				1,147,720				39,597				1,583,880				2,731,600
Carl Wiese(16)			127,636				5,105,440				—				—				5,105,440
Tom Puorro(17)			36,834				1,473,360				—				—				1,473,360
Kristine Diamond			15,403				616,120				—				—				616,120
Warren Schlichting(19)			2,000				80,000				—				—				80,000

 

(1)

Represents shares of our common stock directly held by the individual as of April 15, 2022, plus any shares of our common stock subject to Poly Restricted Stock, Poly RSUs and Poly PSUs that are scheduled to vest and be settled before June 15, 2022 (without regard to any change in control-related accelerated vesting). The amounts shown are determined assuming that no individual will dispose of shares of our common stock from April 15, 2022, through June 14, 2022, and that the Poly Restricted Stock, Poly RSUs and Poly PSUs scheduled to vest and be settled prior to June 15, 2022, are so settled. The number of shares shown does not include shares of our common stock that the individual may purchase after June 14, 2022 under the ESPP. For additional information regarding the treatment of our ESPP in the merger, see the section of this proxy statement captioned “—Interests of Poly’s Directors and Executive Officers in the Merger—Treatment of Equity-Based Awards—Treatment of the ESPP.” For additional information regarding beneficial ownership of common stock, see the section of this proxy statement captioned “Security Ownership of Certain Beneficial Owners and Management.”

(2)

Represents outstanding Poly Restricted Stock, Poly RSUs and Poly PSUs (at target levels of achievement) that are scheduled to vest on or after June 15, 2022. The values shown with respect to Poly Restricted Stock, Poly RSUs and Poly PSUs are determined as the product of the per share merger consideration, multiplied by the total number of shares of our common stock subject to Poly Restricted Stock, Poly RSUs or Poly PSUs (at target levels of achievement), as applicable. At maximum levels of achievement, the number of shares of our common stock subject to Poly PSUs is 580,745 for Mr. Shull; 184,390 for Mr. Boynton; 80,884 for Ms. Bodensteiner; and 0 for Mr. Wiese. For additional information regarding the Poly options, Poly Restricted Stock, Poly RSUs and Poly PSUs for our named executive officers, see the section of this proxy statement captioned “—Interests of Poly’s Directors and Executive Officers in the Merger—Golden Parachute Compensation.”

 

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(3)	Consists of (i) 74,392 shares of our common stock held of record by Mr. Hagerty; and (ii) 5,715 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022.

(4)	Consists of (i) 43,261 shares of our common stock held of record by Mr. Tseu; and (ii) 5,715 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022.

(5)	Consists of (i) 18,613 shares of our common stock held of record by Ms. Crusco; and (ii) 5,715 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022.

(6)	Consists of (i) 124,560 shares of our common stock held of record by Mr. Dexheimer; and (ii) 5,715 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022.

(7)	Consists of (i) 36,261 shares of our common stock held of record by Mr. Hammann; and (ii) 5,715 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022.

(8)	Consists of (i) 16,311 shares of our common stock held of record by Mr. Jouret; and (ii) 5,715 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022.

(9)	Consists of (i) 0 shares of our common stock held of record by Mr. Love; and (ii) 6,844 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022.

(10)	Consists of (i) 42,261 shares of our common stock held of record by Mr. Mohr; and (ii) 5,715 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022.

(11)	Consists of (i) 18,527 shares of our common stock held of record by Mr. Moloney; and (ii) 5,715 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022.

(12)	Consists of (i) 7,392 shares of our common stock held of record by Ms. Zheng; and (ii) 5,715 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022.

(13)

Consists of (i) 61,287 shares of our common stock held of record by Mr. Shull; (ii) 19,424 shares of our common stock subject to Poly RSUs that are scheduled to vest and be settled before June 15, 2022; (iii) 107,866 shares of our common stock subject to Poly PSUs that are scheduled to vest and be settled before June 15, 2022; (iv) 88,849 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 16, 2022; and (v) 173,982 shares of our common stock subject to unvested and outstanding Poly PSUs as of June 15, 2022 (measured at target levels of performance, which would be increased to 580,745 shares at maximum levels of performance).

(14)

Consists of (i) 38,559 shares of our common stock held of record by Mr. Boynton; (ii) 30,222 shares of our common stock subject to Poly RSUs that are scheduled to vest and be settled before June 15, 2022; (iii) 34,518 shares of our common stock subject to Poly PSUs that are scheduled to vest and be settled before June 15, 2022; (iv) 23,659 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022; and (v) 55,192 shares of our common stock subject to unvested and outstanding Poly PSUs as of June 15, 2022 (measured at target levels of performance, which would be increased to 184,390 shares at maximum levels of performance).

(15)

Consists of (i) 10,902 shares of our common stock held of record by Ms. Bodensteiner; (ii) 2,689 shares of our common stock subject to Poly RSUs that are scheduled to vest and be settled before June 15, 2022; (iii) 15,102 shares of our common stock subject to Poly PSUs that are scheduled to vest and be settled before June 15, 2022; (iv) 15,379 shares of our common stock subject to Poly RSUs that are scheduled to vest on or after June 15, 2022; and (v) 24,218 shares of our common stock subject to unvested and outstanding Poly PSUs as of June 15, 2022 (measured at target levels of performance, which would be increased to 80,884 shares at maximum levels of performance).

(16)	Consists of (i) 103,187 shares of our common stock held of record by Mr. Wiese; and (ii) 24,449 shares of our common stock subject to Poly RSUs that are scheduled to vest and be settled before June 15, 2022.

(17)	Consists of 36,834 shares of our common stock held of record by Mr. Puorro. Mr. Puorro’s employment with Poly ended effective June 15, 2021, and Mr. Puorro does not hold any outstanding Poly equity awards.

(18)	Consists of 15,403 shares of our common stock held of record by Ms. Diamond. Ms. Diamond’s employment with Poly ended effective October 15, 2021, and Ms. Diamond does not hold any outstanding Poly equity awards.

(19)	Consists of 2,000 shares of our common stock held of record by Mr. Schlichting. Mr. Schlichting’s employment with Poly ended effective March 25, 2022, and Mr. Schlichting does not hold any outstanding Poly equity awards.

 

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