UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

SYNCHRONOSS TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

87157B103

(CUSIP Number)

Steven Spencer

Siris Capital Group, LLC

601 Lexington Avenue, 59th Floor

New York, NY 10022

(212)-231-0095

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 17, 2017

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment contain information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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1		Names of reporting persons:   Silver Private Holdings I, LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions):   AF
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐ Not Applicable
6		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power:   0
				8		Shared voting power:   5,994,667
				9		Sole dispositive power:   0
				10		Shared dispositive power:   5,994,667
11		Aggregate amount beneficially owned by each reporting person:   5,994,667
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11):   12.93%*
14		Type of reporting person:   OO

 

*	The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

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1		Names of reporting persons:   Silver Private Investments, LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions):   AF
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐ Not Applicable
6		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power:   0
				8		Shared voting power:   5,994,667
				9		Sole dispositive power:   0
				10		Shared dispositive power:   5,994,667
11		Aggregate amount beneficially owned by each reporting person:   5,994,667
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11):   12.93%*
14		Type of reporting person:   OO

 

*	The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

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1		Names of reporting persons:   Siris Partners III, L.P.
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions):   OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐ Not Applicable
6		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power:   0
				8		Shared voting power:   5,994,667
				9		Sole dispositive power:   0
				10		Shared dispositive power:   5,994,667
11		Aggregate amount beneficially owned by each reporting person:   5,994,667
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11):   12.93%*
14		Type of reporting person:   PN

 

*	The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

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1		Names of reporting persons:   Siris Partners III Parallel, L.P.
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions):   OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐ Not Applicable
6		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power:   0
				8		Shared voting power:   5,994,667
				9		Sole dispositive power:   0
				10		Shared dispositive power:   5,994,667
11		Aggregate amount beneficially owned by each reporting person:   5,994,667
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11):   12.93%*
14		Type of reporting person:   PN

 

*	The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

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1		Names of reporting persons:   Siris Partners GP III, L.P.
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions):   OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐ Not Applicable
6		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power:   0
				8		Shared voting power:   5,994,667
				9		Sole dispositive power:   0
				10		Shared dispositive power:   5,994,667
11		Aggregate amount beneficially owned by each reporting person:   5,994,667
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11):   12.93%*
14		Type of reporting person:   PN

 

*	The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

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1		Names of reporting persons:   Siris GP HoldCo III, LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions):   OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐ Not Applicable
6		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power:   0
				8		Shared voting power:   5,994,667
				9		Sole dispositive power:   0
				10		Shared dispositive power:   5,994,667
11		Aggregate amount beneficially owned by each reporting person:   5,994,667
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11):   12.93%*
14		Type of reporting person:   OO

 

*	The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

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1		Names of reporting persons:   Siris Capital Group III, L.P.
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions):   OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐ Not Applicable
6		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power:   0
				8		Shared voting power:   5,994,667
				9		Sole dispositive power:   0
				10		Shared dispositive power:   5,994,667
11		Aggregate amount beneficially owned by each reporting person:   5,994,667
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11):   12.93%*
14		Type of reporting person:   PN, IA

 

*	The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

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1		Names of reporting persons:   Siris Capital Group, LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions):   OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐ Not Applicable
6		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power:   0
				8		Shared voting power:   5,994,667
				9		Sole dispositive power:   0
				10		Shared dispositive power:   5,994,667
11		Aggregate amount beneficially owned by each reporting person:   5,994,667
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11):   12.93%*
14		Type of reporting person:   OO, IA

 

*	The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

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1		Names of reporting persons:   Siris Advisor HoldCo III, LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions):   OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐ Not Applicable
6		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power:   0
				8		Shared voting power:   5,994,667
				9		Sole dispositive power:   0
				10		Shared dispositive power:   5,994,667
11		Aggregate amount beneficially owned by each reporting person:   5,994,667
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11):   12.93%*
14		Type of reporting person:   OO

 

*	The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

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1		Names of reporting persons:   Siris Advisor HoldCo, LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions):   OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐ Not Applicable
6		Citizenship or place of organization:   Delaware
Number of shares beneficially owned by each reporting person with				7		Sole voting power:   0
				8		Shared voting power:   5,994,667
				9		Sole dispositive power:   0
				10		Shared dispositive power:   5,994,667
11		Aggregate amount beneficially owned by each reporting person:   5,994,667
12		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11):   12.93%*
14		Type of reporting person:   OO

 

*	The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017.

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This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and supplements the statement on Schedule 13D jointly filed by (i) Silver Private Holdings I, LLC, a Delaware limited liability company (“Silver Holdings”), (ii) Silver Private Investments, LLC, a Delaware limited liability company (“Silver Parent”), (iii) Siris Partners III, L.P., a Delaware limited partnership (“Siris Fund III”), (iv) Siris Partners III Parallel, L.P., a Delaware limited partnership (“Siris Fund III Parallel”), (v) Siris Partners GP III, L.P., a Delaware limited partnership (“Siris Fund III GP”), (vi) Siris GP HoldCo III, LLC, a Delaware limited liability company (“Siris Fund III GP HoldCo”), (vii) Siris Capital Group III, L.P., a Delaware limited partnership (“Siris Fund III Advisor”), (viii) Siris Capital Group, LLC, a Delaware limited liability company (“Siris Capital Group”), (ix) Siris Advisor HoldCo III, LLC, a Delaware limited liability company (“Siris Fund III Advisor HoldCo”); and (x) Siris Advisor HoldCo, LLC, a Delaware limited liability company (“Siris Advisor HoldCo”) (collectively, the “Reporting Persons”) with the Securities and Exchange Commission (the “Commission”) on May 5, 2017 (as previously amended and as may be amended from time to time, this “Schedule 13D”), relating to the common stock, $0.0001 par value per share (the “Common Stock”), of Synchronoss Technologies, Inc. (the “Company”). Initially capitalized terms used in this Amendment No. 6 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 is hereby amended by the addition of the following immediately prior to the penultimate paragraph thereof:

On October 17, 2017, affiliates of Siris Capital Group entered into definitive agreements with the Company to (i) acquire 100% of the common stock of Intralinks for approximately $1 billion (the “IL Acquisition”), and (ii) acquire newly-issued convertible preferred equity securities of the Company for approximately $185 million (consisting of $97,727,606 in cash and the transfer to the Company of 5,994,667 shares of Common Stock) (the “Preferred Investment”). At the closing of the Preferred Investment, the Board will be increased to 10 directors, and Silver Holdings will have the right to appoint 2 of the 10 directors, subject to maintaining certain ownership thresholds. If the definitive agreement for the Preferred Investment is terminated, then Silver Holdings will have the right to require the Company to repurchase up to 5,994,667 of the Shares reported herein for a purchase price of $14.56 per Share (or $87,272,394 if the right is exercised as to all 5,994,667 Shares).

A copy of the press release announcing these transactions is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended by the addition of the following:

The response to Item 4 of this Amendment No. 6 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by the addition of the following:

 

99.5		Press Release, dated as of October 17, 2017.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 17, 2017

 

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Exhibit 99.5

Affiliates of Siris Capital Group, LLC Enter into Agreements to Acquire Intralinks and Make Preferred Equity Investment in Synchronoss Technologies, Inc.

 

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Transactions to Enable Intralinks and Synchronoss to Focus on Core Competencies and Execution of Strategic Objectives as Separately Capitalized Businesses

 

•

Intralinks to Become an Independent, Privately Owned Portfolio Company of Siris Capital Focused Exclusively on Serving Financial Services and Enterprise Customers with Virtual Data Room and Highly Secure Collaboration Solutions

 

•

Synchronoss to Remain Publicly Traded and Focus Exclusively on the Communications and Media Business

 

•

Leif O’Leary, Current Executive Vice President of Strategic Financials at Synchronoss, Expected to Serve as CEO of Intralinks Upon Completion of the Acquisition

 

•

Acquisition of Intralinks Expected to Close in mid-November 2017; Siris Investment in Synchronoss Expected to Close in the First Quarter of 2018

NEW YORK, October 17, 2017 – Siris Capital Group, LLC (“Siris”) today announced that investment funds affiliated with Siris have entered into a definitive agreement to acquire 100% of the common stock of Intralinks Holdings, Inc. (“Intralinks”), a global leader for secure data sharing and enterprise collaboration solutions and a wholly owned subsidiary of Synchronoss Technologies, Inc. (“Synchronoss”) (NASDAQ: SNCR), a leading provider of cloud-based, white-label software solutions for communications and media companies. Investment funds affiliated with Siris have also entered into a definitive agreement to make an investment in convertible preferred equity of Synchronoss.

Under the terms of the agreements, investment funds affiliated with Siris will acquire all of the stock of Intralinks for approximately $1 billion in consideration and Intralinks will become an independent, privately owned portfolio company of investment funds affiliated with Siris.

Under the terms of the agreements, investment funds affiliated with Siris will make an investment in convertible preferred equity of Synchronoss in an amount of $185 million. Siris’ investment would initially be convertible into approximately 19.8% of Synchronoss’s common stock and would involve certain approval and governance rights, including with respect to the composition of the board as well as certain consent rights relating to the company.

Acquisition of Intralinks

Intralinks is a leading global provider of cloud-based virtual data room and highly secure team collaboration solutions to financial institutions and enterprises. Intralinks delivers a mission-critical product offering to some of the largest financial services companies in the world and is well-positioned to meet the needs of major banks and other corporations in highly regulated

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industries seeking to automate document-centric, collaborative workflows. Following consummation of the acquisition, Intralinks will be an independent, privately owned portfolio company of investment funds affiliated with Siris.

Leif O’Leary, the current Executive Vice President of Strategic Financials for Synchronoss, is expected to assume the role of Chief Executive Officer of Intralinks following the consummation of the Intralinks acquisition. Mr. O’Leary joined Intralinks in 2013 and, prior to Synchronoss’s acquisition of the company in January 2017, served as Executive Vice President of Worldwide Sales and Services at Intralinks. Mr. O’Leary brings to the CEO position deep operating experience at Intralinks and nearly 25 years of relevant B2B industry experience.

Al Zollar, executive partner at Siris, commented on the acquisition of Intralinks and the pending CEO appointment of Mr. O’Leary: “Intralinks has been a leader, innovator, and trusted partner in secure enterprise collaboration for over 20 years, with the product capabilities, scale, and expertise to serve the demanding and evolving needs of large financial services and enterprise customers worldwide. Looking to the future, Siris sees great talent and potential within the organization, and is excited to partner with Intralinks to support and accelerate the company’s mission to solve its customers’ data sharing and collaboration needs. I have utmost confidence in Leif’s ability to lead Intralinks through this next chapter of focused growth and innovation.”

Mr. O’Leary commented: “I am honored to have the opportunity to lead a refocused and reenergized Intralinks as we start this new and exciting chapter of our evolution. By reemerging as a standalone company, we will enhance and accelerate our growth and deliver more value to our customers, partners, and employees. Siris is the ideal partner for a number of reasons: it has deep domain expertise in enterprise communications and collaboration, a strong deal-making pedigree and first-hand financial services experience, a strong operational focus, and a shared commitment to customer enablement and success. All these qualities make Siris a natural strategic and financial partner for Intralinks.”

The Intralinks transaction is subject to specified closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other foreign antitrust regulatory approvals. Upon completion of the acquisition of Intralinks, which is expected to be consummated in mid-November 2017, Intralinks will become wholly owned by investment funds affiliated with Siris.

Investment in Synchronoss

Synchronoss is a leading provider of cloud-based, white-label software solutions to communications and media companies. Synchronoss’s solutions help improve the subscriber experience, enhance subscriber monetization, and reduce operating costs for mobile operators. The transaction with Siris, an experienced investor in the telecommunications sector, will enable Synchronoss to refocus its operations and strategy on its core market and help the company preserve financial flexibility to drive sustainable growth.

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Kai Oistamo, executive partner at Siris, stated: “Siris’ investment in Synchronoss is consistent with the firm’s strategy of investing in companies that deliver mission-critical solutions and maintain deeply embedded and trusted customer relationships. It is a strong validation of Synchronoss’s solid business and market fundamentals, and will support a refocused strategy dedicated exclusively to communications and media companies following the divestiture of Intralinks. Siris’ investment in Synchronoss, combined with the acquisition of Intralinks, will allow each company to focus on its respective products, customers, operations, and the promising market opportunities that lie ahead.”

The investment in Synchronoss is subject to specified closing conditions, including the closing of the sale of Intralinks, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other foreign antitrust regulatory approvals, as well as certain other regulatory conditions. The investment is expected to be consummated in the first quarter of 2018.

Financing and Advisors

Equity financing will be provided by investment funds affiliated with Siris and certain co-investors. Committed debt financing for the Intralinks transaction will be provided by RBC Capital Markets, Golub Capital, and Macquarie Capital. Evercore, Macquarie Capital, Moelis & Company LLC, and RBC Capital Markets are acting as financial advisors to Siris. Wachtell, Lipton, Rosen & Katz is acting as corporate counsel to Siris and Greenberg Traurig, LLP is acting as financing counsel to Siris in connection with the transactions.

Goldman Sachs & Co. and PJT Partners are acting as financial advisors and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is acting as legal advisor to Synchronoss in connection with the transactions.

For further information regarding the terms and conditions contained in the definitive merger agreement, please see Synchronoss’s Current Report on Form 8-K, which will be filed in connection with this transaction.

About Intralinks, Inc. | Intralinks

Intralinks supports high-stakes financial transactions, partnership negotiations and strategic initiatives across the globe. With over $34 trillion worth of financial transactions executed on its platform, Intralinks supports the entire deal lifecycle by streamlining operations, reducing risk, improving client experience, increasing visibility and better engaging deal participants. In its 20-year history Intralinks has earned the trust and business of more than 99 percent of the Global Fortune 1000. For more information, visit www.intralinks.com.

About Synchronoss Technologies, Inc. | Synchronoss

Synchronoss (NASDAQ: SNCR) is an innovative software company that helps communications and media companies realize and execute their goals for mobile transformation now. Its simple,

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powerful and flexible solutions serve millions of mobile subscribers and a large portion of the Fortune 500 worldwide today. For more information, visit www.synchronoss.com.

About Siris Capital Group, LLC | Siris Capital

Siris is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to partner with management to add value both operationally and strategically. To learn more, visit us at www.siriscapital.com.

Forward-Looking Statements

This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the proposed transactions between Siris and Synchronoss, including statements regarding the benefits of the proposed transactions and the anticipated timing of the proposed transactions. Forward-looking statements can be generally identified by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue” or similar terminology. These statements reflect only Siris’ current expectations and are not guarantees of future performance or results. These statements are subject to various risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the proposed transactions may not be completed in a timely manner, or at all (including that one closes but not the other); the failure to satisfy the conditions to the consummation of the proposed transactions, including the risk that a regulatory approval that may be required for the proposed transactions is not obtained, or could only be obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction agreements; the effect of the announcement or pendency of the proposed transactions on Synchronoss’s business relationships, operating results, and business generally; the risk that revenue opportunities, cost savings, synergies and other anticipated benefits from the proposed transactions may not be fully realized or may take longer to realize than expected; risks related to the equity and debt financing and related guarantee arrangements entered into in connection with the proposed transactions; risks regarding the failure to obtain the necessary financing to complete the proposed transactions; risks that the proposed transactions disrupt current plans and operations of Synchronoss; risks related to diverting management’s attention from Synchronoss’s ongoing business operations; risks related to the outcome of any legal proceedings that may be instituted against Synchronoss, its officers or directors related to the proposed transactions; risks related to the cost and outcome of any other pending and future litigations or investigations; and risks related to the ongoing and uncompleted nature of the Synchronoss’s accounting review. Synchronoss is also subject to other risk factors described in

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documents filed by the Company with the United States Securities and Exchange Commission (“SEC”). These forward-looking statements speak only as of the date on which the statements were made. Siris undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

Media Contact:

Dana Gorman

Abernathy MacGregor

(212) 371-5999