EX-99.3 4 tm2525763d3_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

 

Subject: Please Read: A big step forward for Vimeo

 

Vimeans,

 

Today is an exciting day for Vimeo. We’ve agreed to be acquired by Bending Spoons, a company that shares our conviction that video is the language of modern business and creativity. You can read the external announcement here.

 

It’s a definitive agreement under which Bending Spoons will acquire Vimeo in an all-cash transaction valuing the company at approximately $1.38 billion. On closing, Vimeo shareholders will receive $7.85 per share in cash for each share of Vimeo capital stock they own. Outstanding equity awards (including vested and unvested RSUs and in-the-money SARs and stock options) will be cancelled and converted into cash awards in the amount of $7.85 per share, which will be paid to employees following the close of the transaction.

 

As many of you know, Vimeo has a proud history as a pioneer in online video, trusted by organizations around the world to build, manage, and measure video that moves work forward. Over the last few years, we’ve sharpened our focus on the enterprise, launched powerful AI-enabled creation and workflow tools, and doubled down on reliability, security, and integrations. Your work has made Vimeo the standard for video in the workplace, and that is precisely why Bending Spoons wants to partner with Vimeo for the next chapter.

 

About Bending Spoons

 

Bending Spoons acquires strong digital technology businesses that they believe have untapped potential. They then draw upon their platform of technologies, expertise, talent, and first-party data to help them realize that potential. Their goal is to own and operate these companies for the long term and strengthen every aspect of the acquired business—from software and infrastructure to design, monetization, marketing, and customer support.

 

To date, the Bending Spoons portfolio includes Brightcove, Evernote, komoot, Meetup, Remini, StreamYard, WeTransfer, and many other products. Collectively, their products reach over 300 million monthly active users and more than 10 million paying customers, including most Fortune 500 enterprises.

 

 

 

 

Why this combination makes sense

 

Bending Spoons has a strong track record of investing heavily in the businesses it acquires to bring them to new heights. Together, we believe we can:

 

Accelerate our roadmap and deepen our developer platform and enterprise integrations.
Expand globally with greater international reach and unlock new distribution opportunities.
Stay relentlessly focused on customers, improving quality, security, analytics, and the end-to-end workflows teams rely on every day.
Operate with a long-term builder mindset, less noise, more shipping.

 

You can read more about Bending Spoons’ recent work at Evernote here, plus see what a widely recognized expert in the video technology space thinks about their ambitious Brightcove product roadmap here.

 

What changes today

 

In short: very little. We continue to support customers, ship our roadmap, and remain an independent publicly traded company. Your current teams, managers, and points of contact will remain during the time between now and closing. This process will take time and is subject to customary closing conditions and regulatory approvals, as well as approval by our stockholders.

 

We’ll keep you informed as we have more information to share. At 10am ET today, I will host a mini-SOTV with Luca Ferrari, the Bending Spoons CEO and co-founder.

 

We expect that today’s announcement will generate increased discussion about Vimeo. Per our policies, please direct any external media inquiries to press@vimeo.com and any investor or analyst inquiries to investors@vimeo.com. Please note that any public commentary on the company’s acquisition can have very serious implications for you and all of us. We therefore must ask that you do not comment externally regarding this announcement or the transaction generally.

 

None of this happens without your work, engineering that sweats the details, customer teams that earn trust, and a company culture that chooses clarity, kindness, and customer obsession. I’m proud of what we’ve built and am even more energized about where we can go next with Bending Spoons.

 

Thank you, and let’s keep building.

 

Philip

 

 

 

 

Additional Information and Where to Find It

 

In connection with the proposed transaction by and among Vimeo, Inc. (the “Company”), Bending Spoons US Inc. (“Parent”), Bloomberg Merger Sub Inc. (“Merger Sub”) and Bending Spoons S.P.A. (“Guarantor”), the Company expects to seek, and intends to file with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A (the “Proxy Statement”), the definitive version of which will be sent or provided to Company stockholders, in connection with a special meeting of the Company’s stockholders for purposes of obtaining, stockholder approval of the proposed transaction. The Company 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 the Company 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 the Company through the website maintained by the SEC at www.sec.gov, the Company’s investor relations website at investors.vimeo.com or by contacting the Company’s investor relations department at investors@vimeo.com.

 

Participants in the Solicitation

 

The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed transaction and any other matters to be voted on at the special meeting. Information regarding the Company’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in the Company’s proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 29, 2025, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 19, 2025, and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q, and will be included in the Proxy Statement (when available). Company 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 Company directors and executive officers in the proposed transaction, which may be different than those of Company 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 the Company’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, Parent, Merger Sub and Guarantor, 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,” 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 the anticipated time period or at all; (ii) the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction, including the receipt of required regulatory approval and the requisite approval of the Company’s stockholders; (iii) potential delays in consummation of the proposed transaction; (iv) risks associated with the disruption of management’s attention from ongoing business operations due to the pendency and announcement 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 Company’s ability to implement its business strategy; (vii) significant transaction costs associated with the proposed transaction; (viii) the risk that Company’s stock price may decline significantly if the proposed transaction is not consummated; (ix) the nature, cost and outcome of any potential litigation relating to the proposed transaction; (x) the risk that disruptions from the proposed transaction will harm the Company’s business, including current plans and operations; (xi) the effects of the proposed transaction on relationships with employees, other business partners or governmental entities; (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 the Company’s business; (xiv) general economic and market developments and conditions; (xv) the evolving legal, regulatory and tax regimes under which the Company operates; (xvi) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect the Company’s financial performance; (xvii) restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; 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 the Company’s 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. 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” in the Company’s most recent annual and quarterly reports filed with the SEC and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time and available at www.sec.gov. 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, any of which could have a material adverse effect on the Company’s financial condition, results of operations, or liquidity. The forward-looking statements included herein are made only as of the date hereof. The Company 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.