Form DEFA14A Poshmark, Inc.
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 |
Poshmark, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ | No fee required |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Securities Exchange Act of 1934 Rules 14a-6(i)(1) and 0-11 |
South Koreas Largest Internet Company and 5th Largest Listed Company 1999 >4,885 Founded Employees 24.3% >$22B R&D expenditure Market Cap as of of sales September 2022 (USD) 48% Search Platform $5.7B Revenue in 22% Commerce 2021 (USD) 30% Fintech, Contents/ Entertainment and Cloud Services
Five Distinct Service Areas 1 Search Search Technology AI Recommendation Voice Search, Smart Lens Shopping, Contents, Location Recommendation 2 3 4 Commerce Creators and Infrastructure/ and Fintech Communities B2B Solutions SME Authors Artists Enterprises For Online Sellers Cloud, Work Messenger AI Call, etc. SmartStore, Webtoon, Music, Video Streaming, LIVE shopping, Pay Web Novel Fan Community 5 Other Creators, Influencers Tech R&D For Offline Sellers Maps, Local Store Search, Reservation, Offline Pay Blog, Community, Knowledge-iN, etc. Robot, Global AI R&D Belt
Commerce and Search Leader in South Korea, 4th Largest E-commerce Market Globally NAVER optimizes its search engine leadership to provide high-quality search results on its e-commerce platform, creating a virtuous cycle for both buyers and sellers. 40M+ $25B 20% Users2 in GMV, outpacing of total e-commerce all other e-commerce GMV in South Korea is companies in represented by NAVER2 South Korea2 2 FY21 GLOBAL SEARCH SEARCH COMMERCE ENGINES UNITED STATES Search engine/ Search engine/ data search data search CHINA Outlink Outlink aggregation aggregation & advertising & advertising (NAVER shopping) JAPAN Directed Away Directed to to third party NAVERs SOUTH KOREA e-commerce smart store platform
Unrivaled and Innovative Technology Offerings Livestream shopping: key driver of e-commerce in China and Korea, allows users to buy products in real-time through live video broadcasts Smart lens: image recognition technology that helps users identify where to find and buy products by scanning objects and shopping through the camera on their phone NAVER Pay: NAVERs native digital payments architecture NAVER Café: open social community that enables users to create their own groups to share content, ideas and information broadly Kream: online trading platform focused on high-end sneakers
A Global Portfolio of Leading Digital Companies Worlds biggest storytelling platform with unparalleled content library 180M Global MAU Worlds biggest webnovel platform Metaverse joined by the worlds most 340M popular IP, brands, celebrities and millions of creators Cumulative users Mobile AR camera content platform that allows users to add various effects to 230M faces recognized through Global MAU smartphone cameras Global messenger across +230 countries 193M Global MAU Created a new global fan community 6M platform focused on entertainment Global MAU
©2022 NAVER Corp. All rights reserved.
Important Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
In connection with the proposed transaction between NAVER Corporation (NAVER) and Poshmark, Inc. (Poshmark), Poshmark will file with the SEC a Proxy Statement, the definitive version of which will be sent or provided to Poshmark stockholders. Poshmark may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which Poshmark or NAVER may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by Poshmark through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
NAVER and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from Poshmarks stockholders in respect of the proposed transaction and any other matters to be voted on at the special meeting. Information regarding Poshmarks directors and executive officers, including a description of their direct interests, by security holdings or otherwise, will be included in the Proxy Statement (when available). Poshmark stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of Poshmark directors and executive officers in the proposed transaction, which may be different than those of Poshmarks stockholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the proposed transaction. You may obtain free copies of these documents using the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements are based on NAVERs current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, managements beliefs and certain assumptions made by NAVER and Poshmark, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, could, seek, see, will, may, would, might, potentially, estimate, continue, expect, target, similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the proposed transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the ability of the parties to consummate the proposed transaction in a timely manner or at all; (ii) the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction; (iii) potential delays in consummation the proposed transaction; (iv) the ability of NAVER to timely and successfully achieve the anticipated benefits of the proposed transaction; (v) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; (vi) the impact of the COVID-19 pandemic and the current conflict between the Russian Federation and Ukraine on NAVERs business and general economic conditions; (vii) NAVERs ability to implement its business strategy; (viii) significant transaction costs associated with the proposed transaction; (ix) potential litigation relating to the proposed transaction; (x) the risk that disruptions from the proposed transaction will harm NAVERs business, including current plans and operations; (xi) the ability of NAVER to retain and hire key personnel; (xii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (xiii) legislative, regulatory and economic developments affecting NAVERs business; (xiv) general economic and market developments and conditions; (xv) the evolving legal, regulatory and tax regimes under which NAVER operates; (xvi) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect NAVERs financial performance; and (xviii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as NAVERs response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the Proxy Statement to be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the Proxy Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability and similar risks. The forward-looking statements included herein are made only as of the date hereof. NAVER does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
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