As previously disclosed, on November 1, 2020, Endurance International Group Holdings, Inc. (the
Company) entered into an Agreement and Plan of Merger (the merger agreement) with Endure Digital Intermediate Holdings, Inc. (formerly known as Razorback Technology Intermediate Holdings, Inc.) (Parent) and Endure
Digital, Inc. (formerly known as Razorback Technology, Inc.), a wholly owned subsidiary of Parent (Merger Sub), providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned
subsidiary of Parent (the merger). Parent and Merger Sub are beneficially owned by affiliates of Clearlake Capital Group, L.P. The Company is filing this communication to provide certain updates in respect of the merger. The following
information should be read in conjunction with the proxy statement relating to the merger, filed by the Company with the Securities and Exchange Commission (the SEC) on December 14, 2020, which should be read in its entirety.
Litigation Relating to the Merger
On December 18,
2020, a complaint was filed against the Company and each of its directors in the United States District Court for the District of Colorado. The lawsuit, captioned Heinrich v. Endurance International Group Holdings Inc., Civil Action No. 1:20-cv-03702, alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated
thereunder against the defendants for allegedly disseminating a materially incomplete and misleading preliminary proxy statement in connection with the proposed merger. The plaintiff seeks to enjoin the defendants from proceeding with or
consummating the proposed merger until defendants disclose the allegedly material information not disclosed, or, in the event the proposed merger is consummated, the plaintiff seeks to rescind it or recover damages and seeks a declaration that the
defendants violated Sections 14(a) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 14-9. The plaintiff also seeks an award of costs, expert fees and attorneys fees.
Important Additional Information Filed with the SEC
The
Company filed with the SEC a proxy statement (the proxy statement), including a form of proxy card, on December 14, 2020. The proxy statement and form of proxy card have been mailed to the Companys stockholders. The proxy
statement contains important information about Parent, the Company, the transaction and related matters. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT, AND OTHER RELEVANT DOCUMENTS, AND ANY RELATED AMENDMENTS OR
SUPPLEMENTS, FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders can obtain free copies of the proxy statement and other documents
that the Company filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company are available free of charge on the Companys investor relations website at ir.endurance.com
or by contacting the Companys Investor Relations Department at ir@endurance.com.
The Company and certain of its directors, executive officers and
employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the
shareholders of the Company in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, are included in the proxy statement dated December 14, 2020, described
above. Additional information regarding the Companys directors and executive officers is also included in the Companys proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on April 9, 2020. As of
as of December 11, 2020, the Companys directors and executive officers beneficially owned approximately 77,688,275 shares, or 53.2%, of the Companys common stock. These documents are available free of charge as described above.