Sphere 3D Files Second Supplement to Definitive Proxy Statement

Sphere 3D Corp (NASDAQ:ANY), a containerization, virtualization and data management solutions provider announced that it has filed a second supplement to its definitive proxy statement that it filed with the Securities and Exchange Commission (SEC) and with the applicable Canadian Securities regulators authorities.

As quoted in the press release:

At the Special Meeting, shareholders will be asked to, among other things, consider and, if advisable, pass a special resolution approving the sale by Sphere 3D of all of the common shares of its subsidiary Overland Storage, Inc. (the “Share Purchase”).

The Supplement is intended to disclose that common shares held by additional shareholders of Sphere 3D will be excluded from the vote of “minority” shareholders (the “Minority Vote”) required to approve the Share Purchase pursuant to Multilateral Instrument 61–101 Protection of Minority Security Holders in Special Transactions (“MI 61–101”) adopted by certain Canadian securities regulatory authorities. Common shares held by Cyrus Capital Partners, L.P. (including FBC Holdings S.a.r.l. and other managed funds and affiliates) (“Cyrus”) and MF Ventures, LLC (“MFV”), will be excluded from the Minority Vote. This would be in addition to common shares held by related party shareholders already identified in the Definitive Proxy Statement based on their involvement with the entity that would acquire Overland Storage (the “Purchaser”).

Cyrus and MFV are related parties of Sphere 3D, and as described in the Proxy Statement, the net proceeds from the Share Purchase are intended to be used, among other things, to repay outstanding indebtedness owed, directly or indirectly, by Sphere 3D to such parties. In addition, in connection with the Share Purchase, existing security holders and debtors of Sphere 3D (including such related parties) may agree to arrangements pursuant to which outstanding indebtedness owed by Sphere 3D to them would be restructured and assumed by the Purchaser or its affiliates and/or pursuant to which they would, directly or indirectly, receive securities from, or become a debtor of, the Purchaser or its affiliates in consideration for financing the Purchaser or for the restructuring or settlement of indebtedness owed by Sphere 3D to them.

To the knowledge of the directors and executive officers of Sphere 3D, after reasonable inquiry, Cyrus and MFV beneficially owned or controlled, respectively, common shares representing 7.95% and 21% of the outstanding common shares of Sphere 3D as of the record date for the Special Meeting, and a total of 29.79% of the outstanding common shares of Sphere 3D as of the record date for the Special Meeting will be excluded from the Minority Vote. As already disclosed in the Definitive Proxy Statement, common shares held by the Chief Executive Officer, Chief Financial Officer, and Senior Vice President and General Counsel of Sphere 3D are also being excluded from the Minority Vote. For additional information, shareholders are invited to refer to the Supplement.

Click here for the full release.