Avid Technology : Material Event - Form 8-K

Item 8.01. Other Events.

Litigation Related to the Merger.

As previously disclosed, on August 9, 2023, Avid Technology, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Artisan Bidco, Inc., a Delaware corporation ("Parent"), and Artisan Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger and becoming a wholly-owned subsidiary of Parent. Parent and Merger Sub are affiliates of STG.

Following announcement of the Merger, as of the date of this Current Report on Form 8-K, lawsuits relating to the Merger were filed on October 11, 2023, in the United States District Court for the District of Delaware. The lawsuits, filed by purported stockholders of the Company, are captioned Matthew Jones v. Avid Technology, Inc., et al., No. 1:23-cv-01139, and Nathan Smith v. Avid Technology, Inc., et al., No. 1:23-cv-01137, each of which was filed as an individual action (together, the "Lawsuits"). The Lawsuits allege that the Company's definitive proxy statement filed on September 15, 2023 (the "Proxy Statement") omitted material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and certain rules promulgated thereunder, rendering the Proxy Statement false and misleading. The Lawsuits name as defendants the Company and its directors and seek, among other relief, an order enjoining the completion of the Merger. There can be no assurance regarding the ultimate outcome of the Lawsuits.

Following announcement of the Merger, as of the date of this Current Report on Form 8-K, multiple purported stockholders of the Company have also delivered confidential demand letters to the Company (collectively, the "Demand Letters") alleging that the disclosures contained in the Proxy Statement are deficient and requesting that the Company supplement such disclosures prior to the special meeting of the stockholders of the Company in connection with the Merger, which is to be held on November 2, 2023, as disclosed in the Proxy Statement. The Demand Letters also threaten the Company with lawsuits in the event that the purported deficiencies in the Proxy Statement are not addressed.

The Company believes that the claims asserted in the Lawsuits and the Demand Letters are without merit. However, in order to moot the unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation and provide additional information to its stockholders, the Company has determined to voluntarily supplement the Proxy Statement as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations set forth in the Lawsuits and the Demand Letters that any additional disclosure in the Proxy Statement was or is required.