UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| þ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to § 240.14a-12 |
SYNACOR,
INC.
(Name of Registrant as Specified In
Its Charter)
JEC Capital Partners, LLC
JEC II Associates, LLC
K. Peter Heiland
Ratio Capital Management B.V.
Ratio Capital Partners
Dilip Singh
Jeff Misthal
Scott Williams
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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On April 14, 2015, JEC
Capital Partners, LLC and Ratio Capital Partners issued the following press release:
Synacor Stockholders: Vote BLUE Proxy
Card before Next Week’s Annual Stockholder Meeting to Protect Your Investment
RANDOLPH, Mass. and AMSTERDAM, April
14, 2015 // - JEC Capital Partners and Ratio Capital Partners (together, the “Concerned Stockholders”) sent an open
letter to stockholders of Synacor, Inc. (the “Company” or “Synacor”)(NASDAQ: SYNC):
April 14, 2015
Dear Fellow Synacor Stockholders:
The 2015 Annual Meeting of Synacor,
Inc. is less than one week away. We appreciate the tremendous support we continue to receive from stockholders. As stockholders
collectively, we have an exciting opportunity to rescue Synacor from what we see as a failing Board of Directors by electing directors
who we believe are supremely qualified and deeply committed. Institutional Shareholder Services (“ISS”) seemingly agrees,
having recommended that stockholders of Synacor vote the BLUE proxy card FOR all three of our nominees: Mr. Dilip Singh, Mr. Jeff
Misthal, and Mr. Scott Williams.
We believe the current
Board’s decision not to obtain a stockholder list this year was a calculated move to prevent us from obtaining that
list and being able to contact our fellow stockholders directly. Had the current Board obtained a stockholder list as they
have done in prior years, they would have had an obligation to provide us with that list so that we could contact our fellow
stockholders directly. In our view, this demonstrates that the current Board has genuine concerns that they will not be able
to win stockholder support in a head-to-head contest based on merit, so they must resort to unfair and arguably unethical
tactics designed to prevent stockholders of Synacor from making an informed decision.
We believe Synacor stockholders are
both intelligent and thoughtful and we hope you will hold the Board accountable by voting your shares on the BLUE proxy card so
that we can give ourselves, as stockholders, the highest probability of successfully turning around Synacor and unlocking substantial
value.
The time for change is now. We believe
Synacor can be dramatically improved with new and great leadership. We urge all Synacor stockholders to follow the lead of ISS
and vote the BLUE proxy card in support of all three of our nominees: Mr. Dilip Singh, Mr. Jeff Misthal, and Mr. Scott Williams.
IF YOU HAVE ANY QUESTIONS, HAVE
NOT RECEIVED YOUR BLUE PROXY CARD, OR REQUIRE ASSISTANCE WITH YOUR VOTE, CONTACT INVESTORCOM TOLL FREE AT 877-972-0090.
You
can view additional information regarding the Concerned Stockholders’ nominees and reasons to vote for their nominees at
HTTP://WWW.ICOMMATERIALS.COM/SYNC/.
Thank you for your support,
/s/ Bart Kool |
/s/ Michael Torok |
Ratio Capital Partners |
JEC Capital Partners |
Contact:
Matthew Manning
JEC Capital Partners
(646) 373-9682
ADDITIONAL INFORMATION
This filing is not a solicitation
of a proxy from any security holder of the Company. On April 2, 2015, JEC Capital Partners, LLC, JEC II Associates LLC, K.
Peter Heiland, Ratio Capital Management B.V., Ratio Capital Partners, Jeff Misthal, Dilip Singh and Scott Williams (collectively,
the “Participants”) mailed to stockholders of the Company and filed with the Securities and Exchange Commission
(“SEC”) a definitive proxy statement and an accompanying proxy card to be used to solicit proxies in connection with
the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”). Information concerning the interests of
the Participants in connection with the matters to be voted on at the 2015 Annual Meeting is included in the definitive proxy statement
filed by Participants with the SEC in connection with such meeting.
STOCKHOLDERS OF THE COMPANY ARE STRONGLY ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS FILED BY THE PARTICIPANTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.
The views expressed in this press release represent the opinions
of the Concerned Stockholders, and are based on publicly available information with respect to the Company. The Concerned Stockholders
recognize that there may be confidential information in the possession of the Company that could lead it to disagree with the Concerned
Stockholders’ conclusions. The Concerned Stockholders reserve the right to change any of their opinions expressed herein
at any time as they deem appropriate. The Concerned Stockholders disclaim any obligation to update the information or opinions
contained in this press release.
Certain statements made herein have been derived or obtained
from filings made with the SEC or other regulatory authorities and from other third party reports. Neither the Concerned Stockholders
nor any of their affiliates shall be responsible or have any liability for any misinformation contained in any third party SEC
or other regulatory filing or third party report.
The information herein
contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do
not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,”
“expects,” “believes,” “anticipates,” “plans,” “could,” “should” or
the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our
objectives, plans or goals are forward-looking. Our forward-looking statements are based on our current intent, belief, expectations,
estimates and projections regarding the Company and projections regarding the industry in which it operates. These statements are
not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict
and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a
prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking
statements.
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