Item 8.01 Other Events.
As previously disclosed on September 6, 2022, ChannelAdvisor Corporation, a
Delaware corporation (the "Company" or "ChannelAdvisor"), CommerceHub, Inc., a
Delaware corporation ("Parent"), and CH Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Parent ("Merger Sub"), entered into an
Agreement and Plan of Merger, dated as of September 4, 2022 (the "Merger
Agreement"), pursuant to which Merger Sub will merge with and into the Company,
with the Company surviving the merger as a wholly owned subsidiary of Parent
(the "Merger").
The completion of the Merger is conditioned upon, among other things, the
expiration or termination of the waiting period (and any extension thereof)
applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"). At 11:59 p.m., Eastern Time, on October 19,
2022, the waiting period applicable to the Merger under the HSR Act expired.
Accordingly, the portion of the conditions to the Merger relating to the
expiration or termination of the waiting period under the HSR Act has been
satisfied. The Merger continues to be subject to the remaining conditions set
forth in the Merger Agreement.
The Merger is currently expected to close by November 16, 2022, subject to the
satisfaction or waiver of remaining conditions set forth in the Merger
Agreement.
Additional Information and Where to Find It
This filing is being made in respect of the proposed Merger involving the
Company and Parent. In connection with the Merger, the Company has filed
documents with the SEC, including preliminary and definitive proxy statements
relating to and describing the Merger. The definitive proxy statement has been
mailed to Company stockholders in connection with the Merger. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") IN CONNECTION WITH THE MERGER OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER. Investors and security holders may obtain free copies of these
documents (when they are available) and other related documents filed with the
SEC at the SEC's web site at www.sec.gov, on the Company's website
at www.channeladvisor.com or by contacting Company Investor Relations at
(919) 228-4817.
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to
purchase, or a solicitation of an offer to sell any securities. ChannelAdvisor
and its respective directors, executive officers and employees may be deemed to
be participants in the solicitation of proxies from ChannelAdvisor stockholders
in connection with the Merger. Information about ChannelAdvisor's directors,
executive officers and employees in the Merger is included in the proxy
statements described above. Additional information regarding these individuals
is set forth in ChannelAdvisor's Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, the definitive proxy statement on Schedule 14A for
ChannelAdvisor's most recent Annual Meeting of Stockholders held on May 13,
2022, and ChannelAdvisor's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2022. To the extent ChannelAdvisor's directors and
executive officers or their holdings of ChannelAdvisor securities have changed
from the amounts disclosed in those filings, to ChannelAdvisor's knowledge, such
changes have been or will be reflected on initial statements of beneficial
ownership on Form 3 or statements of change in ownership on Form 4 on file with
the SEC. These documents are (or, when filed, will be) available free of charge
at the SEC's website at www.sec.gov or at ChannelAdvisor's website
at www.ChannelAdvisor.com.
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Forward-Looking Statements
This communication contains forward-looking statements which include, but are
not limited to, all statements that do not relate solely to historical or
current facts, such as statements regarding the Company's expectations,
intentions or strategies regarding the future, or the completion or effects of
the Merger. In some cases, these statements include words like: "may," "might,"
"will," "could," "would," "should," "expect," "intend," "plan," "objective,"
"anticipate," "believe," "estimate," "predict," "project," "potential,"
"continue" and "ongoing," or the negative of these terms, or other comparable
terminology intended to identify statements about the future. These
forward-looking statements are subject to the safe harbor provisions under the
Private Securities Litigation Reform Act of 1995. ChannelAdvisor's expectations
and beliefs regarding these matters may not materialize. Actual outcomes and
results may differ materially from those contemplated by these forward-looking
statements as a result of uncertainties, risks, and changes in circumstances,
including but not limited to risks and uncertainties related to: the ability of
the parties to consummate the Merger, satisfaction of closing conditions
precedent to the consummation of the Merger, potential delays in consummating
the Merger, the ability of ChannelAdvisor to timely and successfully achieve the
anticipated benefits of the transaction and the impact of health epidemics,
including the COVID-19 pandemic, on the parties' respective businesses and the
actions the parties may take in response thereto. Additional risks and
uncertainties that could cause actual outcomes and results to differ materially
from those contemplated by the forward-looking statements are included under the
caption "Risk Factors" and elsewhere in ChannelAdvisor's most recent filings
with the SEC, including ChannelAdvisor's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2022 and any subsequent reports on
Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and
available at www.sec.gov.
The forward-looking statements included in this communication are made only as
of the date hereof. ChannelAdvisor assumes no obligation and does not intend to
update these forward-looking statements, except as required by law.
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