Meet (MEET) PREM14APreliminary proxy related to merger

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

(Amendment No. __ )

Filed by the Registrant   ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

The Meet Group, 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 the appropriate box):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED April 2, 2020

[                ], 2020

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting of the stockholders of The Meet Group, Inc. (“we,” “our,” “The Meet Group” or the “Company”), which we will hold at the offices of our outside legal counsel Morgan, Lewis & Bockius LLP located at 1701 Market Street, Philadelphia, Pennsylvania 19103, on [            ], 2020 at 10:00 a.m. local time.

While we currently intend to hold the special meetingin-person as planned, as part of our precautions regarding the coronavirus(COVID-19), we are sensitive to the public health and travel concerns that our stockholders may have, as well as any protocols that federal, state and local governments may impose. In the event we determine it is necessary or appropriate to take additional steps regarding how we conduct our special meeting, including the possibility that the special meeting will be held virtually over the internet, we will announce this decision in advance, and details regarding how to participate will be posted on our website and filed with the Securities and Exchange Commission (the “SEC”).

At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger (as amended, modified or supplemented from time to time, the “Merger Agreement”), dated as of March 5, 2020, by and among The Meet Group, eHarmony Holding, Inc., a Delaware corporation (“Buyer”) and a wholly-owned subsidiary of Parship Group, GmbH, which is a platform company of ProSiebenSat.1 Media SE’s (“ProSieben”) and General Atlantic Coöperatif U.A.’s (“General Atlantic”) jointly-held company NCG – NUCOM GROUP SE, a European stock corporation (“NuCom”), Holly Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”) and, solely for the purpose of guaranteeing Buyer’s obligations under the Merger Agreement as set forth therein, NuCom. Upon the terms and subject to the conditions of the Merger Agreement, Buyer’s wholly owned subsidiary will merge with and into the Company (the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger and a direct wholly owned subsidiary of Buyer.

If the Merger Agreement is adopted and the Merger is completed, each share of common stock of the Company, par value $0.001 per share (“Company Common Stock”) (other than certain shares specified in the Merger Agreement) will be converted into the right to receive $6.30 per share in cash, without interest and subject to any required tax withholding, representing a 30% and 43% premium to the unaffected30-day and60-day volume-weighted average share price, respectively, of the Company Common Stock through December 13, 2019, the last trading day prior to published market speculation regarding a potential transaction involving the Company.

The Meet Group’s board of directors unanimously recommends that our stockholders vote “FOR” the proposal to adopt the Merger Agreement and “FOR” the other matters to be considered at the special meeting.

The enclosed proxy statement describes the Merger Agreement, the Merger and related matters, and attaches a copy of the Merger Agreement. We urge stockholders to read the entire proxy statement, including the Merger Agreement, carefully, as it sets forth the details of the Merger Agreement and other important information related to the Merger.

Your vote is very important. The Merger cannot be completed unless the holders of a majority of the outstanding shares of the Company Common Stock entitled to vote at the special meeting vote in favor of the proposal to adopt the Merger Agreement and approve the Contemplated Transactions. If you fail to vote in person or by proxy, or fail to instruct your broker on how to vote, it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

More information about the special meeting, the Merger and the other proposals for consideration at the special meeting is contained in the accompanying proxy statement.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, Okapi Partners LLC, with respect to banks and brokers, collect at (212)297-0720 and, with respect to shareholders and all others, toll-free at (877)869-0171.

On behalf of The Meet Group’s entire board of directors, we thank you for your continued support.

Sincerely,

The Meet Group, Inc.

Geoff Cook

Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the other transactions contemplated by the Merger Agreement or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated [                ], 2020 and is first being mailed to stockholders on or about [                ], 2020.

THE MEET GROUP, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Meeting Agenda:

To consider and vote upon the following proposals:

Please vote your shares. If you are a stockholder of record, you may vote in the following ways:

The board of directors of the Company (the “Company Board”) has unanimously determined that the Merger Agreement and the Contemplated Transactions, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, declared it advisable to enter into the Merger Agreement and approved the execution, delivery and performance of the Merger Agreement and the consummation of the Contemplated Transactions, including the Merger.The Company Board has unanimously directed that the Merger Agreement and the Contemplated Transactions be submitted to the Company’s stockholders at the special meeting for adoption and approval as contemplated by the Merger Agreement and unanimouslyrecommends that the stockholders of The Meet Group, Inc. vote (i) “FOR” the proposal to adopt the Merger Agreement and to approve the Contemplated Transactions, (ii) “FOR” the advisory(non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger, and (iii) “FOR” the proposal to approve the adjournment of the special meeting and any adjourned session of the special meeting, if necessary or appropriate, including to allow additional time to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum. If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted “FOR” each of the foregoing proposals in accordance with the Company Board Recommendation.

Your vote is important, regardless of the number of shares of Company Common Stock you own. The adoption of the Merger Agreement and the approval of the Contemplated Transactions require the affirmative vote of the holders of a majority of the outstanding shares of the common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), entitled to vote at the special meeting and is a condition to the completion of the Merger. The approval of the advisory(non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger and the approval of the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement and approve the Contemplated Transactions or in the absence of a quorum, each requires the affirmative vote of a majority of the shares of Company Common Stock present in person or represented by proxy at the special meeting and entitled to vote thereon, but approval of these two proposals is not a condition to the completion of the Merger.If you fail to vote in person or by proxy, or fail to instruct your broker, bank or other nominee on how to vote, the shares of Company Common Stock that you own will not be counted for purposes of determining whether a quorum is present at the special meeting, which will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Contemplated Transactions.

Under Delaware law, stockholders who do not vote in favor of the proposal to adopt the Merger Agreement and approve the Contemplated Transactions will have the right to seek appraisal of the fair value of their shares of Company Common Stock as determined by the Delaware Court of Chancery if the Merger is completed, but only if they submit a written demand for an appraisal before the vote on the proposal to adopt the Merger Agreement and to approve the Contemplated Transactions and comply with the other Delaware law procedures explained in the accompanying proxy statement. See the section of this proxy statement entitled “Appraisal Rights.”

You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

Only holders of record of shares of Company Common Stock as of the close of business on [            ], 2020, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting.

Before voting your shares of Company Common Stock, we urge you to, and you should, read the entire proxy statement carefully, including its annexes and the documents incorporated by reference in the proxy statement.

By order of the Company Board,

Spencer Rhodes

Chairman of the Board

New Hope, Pennsylvania

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the special meeting and the proposals to be voted on at the special meeting. These questions and answers may not address all of the questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the documents incorporated by reference into this proxy statement without charge by following the instructions under the section of this proxy statement entitled “Where You Can Find Additional Information.”

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As of the close of business on [                ], 2020, the record date for the special meeting, there were [                ] shares of Company Common Stock outstanding.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the special meeting.

If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your broker, bank or other nominee will not vote on your behalf with respect to any of the proposals, and your shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

An abstention with respect to the Merger Proposal, or a failure to vote your shares of Company Common Stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote “AGAINST” this proposal.

An abstention with respect to either proposal will have the same effect as a vote “AGAINST” these proposals. A failure to return your proxy card or otherwise vote your shares of Company Common Stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf), will have no effect on these proposals, assuming a quorum is present.

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For a discussion of the factors that the Company Board considered in determining to recommend in favor of the approval of the Merger Proposal, see the section of this proxy statement entitled “The Merger Proposal — Reasons for the Merger; Company Board Recommendation.” In addition, in considering the recommendation of the Company Board with respect to the Merger Agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of the Company stockholders generally. For a discussion of these interests, see the section of this proxy statement entitled “The Merger Proposal — Interests of the Company’s Directors and Named Executive Officers in the Merger.”

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Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record but instead hold your shares of Company Common Stock in “street name” through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

It is not necessary to attend the special meeting in order to vote your shares of Company Common Stock. To ensure that your shares of Company Common Stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Attending the special meeting in person does not itself constitute a vote on any proposal.

Shares of Company Common Stock Held by Record Holder

You can ensure that your shares of Company Common Stock are voted at the special meeting by submitting your proxy via:

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The telephone and Internet voting facilities for stockholders of record will close at [            ] on [            ], 2020.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” (i) the Merger Proposal, (ii) the Compensation Proposal and (iii) the Adjournment Proposal.

We encourage you to vote by proxy even if you plan on attending the special meeting.

A failure to vote or an abstention will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

Shares of Company Common Stock Held in “Street Name”

If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the Merger Proposal.

If you hold your shares in “street name” and you have instructed a broker, bank or other nominee to vote your shares, you should instead follow the instructions received from your broker, bank or other nominee to revoke your prior voting instructions. If you hold your shares in “street name,” you may also revoke a prior proxy by voting in person at the special meeting if you obtain a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

The requisite number of shares to approve the other two proposals is based on the total number of shares of Company Common Stock present in person or represented by proxy at the special meeting and entitled to vote thereon. If you abstain from voting on (i) the Compensation Proposal and (ii) the Adjournment Proposal, it will have the same effect as a vote “AGAINST” these proposals. If you do not return your proxy card or otherwise fail to vote your shares of Company Common Stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf), it will have no effect on these proposals, assuming a quorum is present.

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The record date for stockholders entitled to vote at the special meeting is earlier than the completion of the Merger. If you transfer your shares of Company Common Stock after the record date but before the closing of the Merger, you will have the right to vote at the special meeting but not the right to receive the Per Share Merger Consideration.

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Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, New York 10036

(212)297-0720 (Call Collect)

or

Call Toll-Free: (877)869-0171

Email: info@okapipartners.com

or

The Meet Group, Inc.

Attn: Secretary

100 Union Square Drive

New Hope, Pennsylvania 18938

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by such sections and other applicable laws. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis as of the date when made. However, such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. Forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as “anticipate,” “intend,” “plan,” “will,” “would,” “estimate,” “expect,” “forecast,” “believe,” “target,” “indicative,” “preliminary,” or “potential,” or other words of similar meaning.

Forward-looking statements in this proxy statement may include, without limitation, statements about the potential benefits of the proposed Merger; the Company’s plans, objectives, and expectations, including without limitation, the effects on the Company if the Company had not entered into the Merger Agreement and the effects on the Company if the Merger Agreement is not adopted and the Contemplated Transactions are not approved; the anticipated timing of the special meeting and whether any adjournments thereof will be required to have the Merger Agreement adopted and the Contemplated Transactions approved; and the anticipated timing of closing the Merger. Risks and uncertainties include, among other things, risks related to the inability to complete the Merger due to the failure of the Company stockholders to adopt the Merger Agreement or the failure to satisfy the other conditions to the completion of the Merger, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; the risk that the Merger Agreement may be terminated in circumstances that require us to pay a termination fee; the outcome of any legal proceedings that may be instituted against us and others related to the Merger Agreement; risks that the Merger affects our ability to retain or recruit employees; the fact that receipt of theall-cash Per Share Merger Consideration will be taxable to the Company stockholders that are treated as U.S. Holders (as defined under the section of this proxy statement captioned “The Merger Proposal — Material U.S. Federal Income Tax Consequences of the Merger”) for U.S. federal income tax purposes; the fact that, if the Merger is completed, the Company stockholders will forgo the opportunity to realize the potential long-term value of the successful execution of the Company’s current strategy as an independent company; the possibility that the Company could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of the Company’s assets to one or more as yet unknown purchasers, that could conceivably produce a higher aggregate value than that available to the Company stockholders in the Merger; the fact that under the terms of the Merger Agreement, the Company is generally restrained from soliciting other acquisition proposals during the pendency of the Merger; the effect of the announcement or pendency of the Merger on our business relationships, customers, operating results and business generally, including risks related to the diversion of the attention of our management or employees during the pendency of the Merger; other business effects, including the effects of industry, market, economic, political, regulatory or public health conditions, including, without limitation, the effects of the coronavirus(COVID-19) pandemic; future exchange and interest rates; changes in applicable tax and other laws, regulations, principles, rates and policies, or the interpretations thereof; the amount of the costs, fees, expenses and charges related to the Merger Agreement or the Merger and the possibility that the amounts of such costs, fees, expenses and charges could exceed the amounts expected; the risk that the proposed Merger will not be consummated in a timely manner; the risk that our stock price may decline significantly if the Merger is not completed; and risks related to obtaining the requisite stockholder approval to the Merger; and other risks and uncertainties discussed in the Company’s filings with the SEC, including the “Risk Factors” and “Cautionary Statements Concerning Forward-Looking Statements” sections of the Company’s most recent Annual Report on Form10-K and subsequently filed Quarterly Reports on Form10-Q. This list of factors is notall-inclusive because it is not possible to predict all factors.

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Each “forward-looking statement” speaks only as of the date of the particular statement. The Company does not undertake any obligation to publicly update or revise any “forward-looking statement,” including, without limitation, to reflect events or circumstances that occur after the date of this proxy statement, new information or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement. Continued reliance on “forward-looking statements” is at investors’ own risk.

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THE COMPANIES

The Meet Group, Inc.

The Meet Group, Inc. (“we,” “our,” “The Meet Group” or the “Company”) is a Delaware corporation. The Meet Group is a leading provider of interactive livestreaming solutions designed to meet the universal need for human connection. The Meet Group’s ecosystem of livestreaming apps enables users around the world to interact throughone-to-many livestreaming broadcasts and text-based conversations. The Meet Group is publicly listed on NASDAQ Global Select Market (the “NASDAQ”) under the symbol “MEET.”

The Meet Group’s principal executive offices are located at 100 Union Square Drive, New Hope, Pennsylvania 18938 and its telephone number is (215)862-1162.

A detailed description of the Company’s business is contained in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 12, 2020, which is incorporated by reference into this proxy statement. For more information, see the section of this proxy statement entitled “Where You Can Find Additional Information.”

eHarmony Holding, Inc.

eHarmony Holding, Inc. (“Buyer”) is a Delaware corporation and a subsidiary of Parship Group GmbH. Parship Group is a portfolio company of NCG NUCOM GROUP SE, a European stock corporation (“NuCom”) and jointly-held company of ProSiebenSat.1 Media SE and General Atlantic Coöperatif U.A., and operates a platform of matchmaking brands, including Parship, Elite Partner and eHarmony.

Buyer’s principal executive offices are located at 10900 Wilshire Blvd., Suite 17, Los Angeles, CA 90024, United States, and its telephone number is (844)544-3175.

Holly Merger Sub, Inc.

Holly Merger Sub, Inc. (“Merger Sub”) is a Delaware corporation and a direct, wholly owned subsidiary of Buyer that will function as the merger subsidiary in the Merger. Merger Sub was formed solely for the purpose of entering into the Merger Agreement and consummating the Contemplated Transactions and it has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities in connection with Buyer’s acquisition of the Company. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub will cease.

Merger Sub’s principal executive offices are located at 10900 Wilshire Blvd., Suite 17, Los Angeles, CA 90024, United States, and its telephone number is (844)544-3175.

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THE SPECIAL MEETING

We are furnishing this proxy statement to the Company’s stockholders as part of the solicitation of proxies by the Company Board for use at the special meeting or any adjournment or postponement thereof. This proxy statement provides the Company’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Company Board for use at the special meeting to be held at the offices of Morgan, Lewis & Bockius LLP located at 1701 Market Street, Philadelphia, Pennsylvania 19103, on [                ], 2020, at 10:00 a.m. local time, or at any adjournment or postponement thereof.

For information regarding attending the special meeting, see “The Special Meeting — Voting; Proxies; Revocation — Attendance.”

Purposes of the Special Meeting

At the special meeting, the Company’s stockholders will be asked to consider and approve the following proposals:

Our stockholders must approve the Merger Proposal for the Merger to occur. If our stockholders fail to approve the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached asAnnex A to this proxy statement and is incorporated by reference herein in its entirety, and certain provisions of the Merger Agreement are described in the section of this proxy statement entitled “The Merger Agreement.”

The vote on the Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to adopt the Merger Agreement and vote not to approve the Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on either the Company or Buyer. Accordingly, if the Merger Proposal is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of thenon-binding, advisory vote of the Company’s stockholders.

We do not expect that any matters other than the proposals set forth above will be brought before the special meeting.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about [                 ], 2020.

Record Date, Notice and Quorum

The holders of record of Company Common Stock as of the close of business on [                ], 2020, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. As of the close of business on the record date, [                ] shares of Company Common Stock were outstanding and entitled to vote at the special meeting.

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The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the capital stock issued and outstanding and entitled to vote at the special meeting will constitute a quorum for purposes of the special meeting. Once a share is represented at the special meeting, it will be counted for purposes of determining whether a quorum is present at the special meeting. However, if a new record date is set for an adjourned special meeting, a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting.

Required Vote

Each share of Company Common Stock outstanding as of the close of business on the record date is entitled to one vote on each of the proposals to be considered at the special meeting.

For the Company to complete the Merger, stockholders holding a majority of the shares of Company Common Stock outstanding as of the close of business on the record date must vote “FOR” the Merger Proposal. An abstention with respect to the Merger Proposal, or a failure to vote your shares of Company Common Stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote “AGAINST” this proposal.

Approval of each of (i) the Compensation Proposal and (ii) the Adjournment Proposal requires the affirmative vote of a majority of the shares of Company Common Stock present in person or represented by proxy at the special meeting and entitled to vote thereon, but is not a condition to the completion of the Merger. An abstention with respect to either proposal will have the same effect as a vote “AGAINST” these proposals. A failure to return your proxy card or otherwise vote your shares of Company Common Stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will have no effect on these proposals, assuming a quorum is present.

Stock Ownership and Interests of Certain Persons

Voting by the Company’s Directors and Named Executive Officers

As of the close of business on the record date, directors and named executive officers of the Company were entitled to vote approximately [ ] shares of Company Common Stock, or approximately [ ]% of the shares of Company Common Stock issued and outstanding on that date and entitled to vote at the special meeting. The Company’s directors and named executive officers have informed us that they intend to vote their shares in favor of the Merger Proposal and the other proposals to be considered at the special meeting, although they have no obligation to do so.

Voting; Proxies; Revocation

Attendance

All holders of shares of Company Common Stock as of the close of business on [ ], the record date, including stockholders of record and beneficial owners of Company Common Stock registered in the “street name” of a broker, bank or other nominee, are invited to attend the special meeting.

To attend the special meeting in person, you must provide proof of ownership of shares of Company Common Stock as of the record date, such as an account statement indicating ownership on that date, and a form of personal identification. If you hold your shares in “street name,” and you also wish to be able to vote at the meeting, you must obtain a legal proxy, executed in your favor, from your bank, broker or other nominee.

Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record, but instead hold your shares of Company Common Stock in “street name” through a broker, bank or other

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nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting. Attending the special meeting in person does not itself constitute a vote on any proposal.

Providing Voting Instructions by Proxy

To ensure that your shares of Company Common Stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Shares of Company Common Stock Held by Record Holder. If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address specified on the enclosed proxy card. Your shares of Company Common Stock will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

Submit a Proxy Card. If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares of Company Common Stock will be voted in the manner directed by you on your proxy card.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Merger Proposal, Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card or vote by telephone or via the Internet, and you are a holder of record on the record date, unless you attend the special meeting and vote in person, your shares of Company Common Stock will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, which will have the same effect as a vote “AGAINST” the Merger Proposal and, assuming a quorum is present, will have no effect on the Compensation Proposal, or Adjournment Proposal.

Shares of Company Common Stock Held in “Street Name”

If your shares of Company Common Stock are held by a broker, bank or other nominee on your behalf in “street name,” your broker, bank or other nominee will send you instructions as to how to provide voting instructions for your shares. Many brokerage firms and banks have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.

In accordance with applicable stock exchange rules, brokers, banks and other nominees that hold shares of Company Common Stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to (i) the Merger Proposal, (ii) the Compensation Proposal or (iii) the Adjournment Proposal. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they cannot vote such shares with respect to these proposals. Therefore, unless you attend the special meeting in person with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your shares of Company Common Stock not being present at the meeting and not being voted on any of the proposals. As a result, a failure to vote your shares of Company Common Stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf) will have the same effect as a vote “AGAINST” the Merger Proposal, but it will have no effect on the other proposals, assuming a quorum is present.

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Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it before it is voted. If you are a stockholder of record, you may revoke your proxy before the vote is taken at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. If you hold your shares in “street name,” you may also revoke a prior proxy by voting in person at the special meeting if you obtain a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

Abstentions

An abstention occurs when a stockholder attends the special meeting, either in person or represented by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of Company Common Stock present or represented at the special meeting for purposes of determining whether a quorum has been achieved.

Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, a vote “AGAINST” the Compensation Proposal and a vote “AGAINST” the Adjournment Proposal.

Solicitation of Proxies

The Company Board is soliciting your proxy, and we will bear the cost of soliciting proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding Company Common Stock. The Company has retained Okapi, a proxy solicitation firm, to assist the Company Board in the solicitation of proxies for the special meeting, and we expect to pay Okapi approximately $20,000, plus reimbursement ofout-of-pocket expenses. Proxies may be solicited by mail, personal interview, email, telephone, or via the Internet by Okapi or, without additional compensation, by certain of the Company’s directors, officers and employees.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed if necessary or appropriate, including to allow additional time to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal or in the absence of a quorum.

Holders of a majority of shares present in person or represented by proxy at the special meeting, whether or not constituting a quorum, and entitled to vote may adjourn the special meeting. In the absence of a quorum at the

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special meeting, a majority or shares present in person or by proxy and entitled to vote thereat, or any officer entitled to preside at, or to act as secretary of, the special meeting may adjourn the special meeting until stockholders holding the amount of stock requisite for a quorum are present in person or by proxy. Any adjournment may be made without notice other than an announcement at the special meeting of the time, date and place of the adjourned meeting;provided that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at such adjourned meeting. At the adjourned meeting, the Company may transact any business which might have been transacted at the original special meeting.

The Company’s stockholders are being asked to approve the Adjournment Proposal.If the Adjournment Proposal is approved, the special meeting and any adjourned session of the special meeting could be adjourned by the Company Board to any date (subject to the limitations contained in the Merger Agreement discussed below) to allow additional time to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal or in the absence of a quorum. If the Company’s stockholders approve the Adjournment Proposal, the Company could adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously voted, to approve the Merger Proposal. If the special meeting is adjourned for the purpose of soliciting additional proxies to approve the Merger Proposal, stockholders who have already submitted their proxies will be able to revoke them at any time before their use.

Adjournments and postponements are subject to certain restrictions in the Merger Agreement. If the Company reasonably determines in good faith that Company Stockholder Approval is unlikely to be obtained at the special meeting, including due to an absence of a quorum, the Company may adjourn or postpone the special meeting once, for a period no longer than 30 calendar days, to allow additional time to solicit additional proxies in favor of the Merger Proposal and if Buyer reasonably determines in good faith that Company Stockholder Approval is unlikely to be obtained, Buyer may request on one occasion that the Company adjourn, delay or postpone the special meeting.

Other Information

You should not return your stock certificates or send in other documents evidencing ownership of Company Common Stock with the proxy card. If the Merger is completed and your shares of Company Common Stock are evidenced by stock certificates, the Paying Agent for the Merger will send you a letter of transmittal and related materials and instructions for exchanging your shares of Company Common Stock evidenced by stock certificates for the Per Share Merger Consideration (without interest and subject to any required tax withholding).

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THE MERGER PROPOSAL

The description of the Merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached asAnnex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety.

Certain Effects of the Merger

Pursuant to the terms of the Merger Agreement, if the Merger Proposal is approved by the Company’s stockholders and the other conditions to the closing of the Merger are satisfied or waived, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation in the Merger (the “Surviving Corporation”). Upon completion of the Merger, the Surviving Corporation will be a wholly owned subsidiary of Buyer.

Upon the terms and subject to the conditions of the Merger Agreement, in the Merger (i) all shares of Company Common Stock that are owned, directly or indirectly, by Buyer, the Company (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the Effective Time will be automatically cancelled and will cease to exist, (ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with the terms of the Merger Agreement and shares owned by holders that have exercised their appraisal rights under Delaware law) will, at the Effective Time, be converted into the right to receive $6.30 in cash, without interest (the “Per Share Merger Consideration”), payable to the holder in accordance with the terms of the Merger Agreement, less any withholding, and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid andnon-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation. From and after the Effective Time, all shares of Company Common Stock converted into the right to receive the Per Share Merger Consideration will cease to be outstanding and will be automatically cancelled and retired.

The Company Common Stock is currently registered under the Exchange Act and is listed on NASDAQ under the symbol “MEET.” Upon completion of the Merger, the Surviving Corporation will no longer be a publicly traded company and will be a wholly owned subsidiary of Buyer. Following the completion of the Merger, the Company Common Stock will be delisted from NASDAQ and deregistered under the Exchange Act, following which the Surviving Corporation will no longer be required to file periodic reports with the SEC with respect to the Company Common Stock in accordance with applicable law, rules and regulations. The Surviving Corporation will therefore be a privately held company wholly owned by Buyer.

Background of the Merger

As part of its long-term planning, the Company Board, together with the Company’s management team, regularly reviews and considers a variety of financial and strategic opportunities, potential operational changes and other ways to enhance value for the Company’s stockholders, including in light of the Company’s performance, competitive dynamics, industry trends and macroeconomic developments. From time to time, these reviews have included discussions, sometimes with the participation of outside legal and financial advisors, as to whether the continued execution of the Company’s strategy as a stand-alone company (including possible operational and capital structure changes) or the possible sale to, or combination with, a third party that offered a better avenue to enhance value for the Company’s stockholders. Additionally, from time to time, representatives of the Company meet with representatives of other companies in the industry to discuss industry trends, the Company’s short- and long-term performance and the broader industry landscape.

In connection with these regular reviews, from time to time over the last several years, the Company has reached out to, been approached by, and engaged in informal communications with, various industry participants,

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strategic parties and financial sponsors regarding the Company and its business, strategy and financial position, based upon publicly available information, as well as potential strategic opportunities with the Company.

From November 2017 to September 2018, the Company conducted a confidential process to review strategic alternatives for the Company, including exploring interest in potential acquisitions, private placements and a potential sale of the Company. At this time, the Company Board believed that the industry trend of consolidation would continue and that it was in the best interest of the Company’s stockholders to explore such potential strategic opportunities. In connection with this process, the Company and its advisors at such time made confidential outreach to a number of potentially interested parties, including strategic parties and financial sponsors, to assess whether those parties would be interested in exploring potential strategic transactions with the Company. As part of this process, Company management attended meetings with a number of third parties, none of which submitted a proposal for a strategic transaction.

During this period, various representatives of the Company met from time to time with representatives from ProSieben and Parship Group. The meetings occurred both telephonically and in person, primarily during industry conferences. The purpose of the meetings generally was to discuss industry trends, potential synergies and other opportunities between the companies, including potential strategic transactions. No specific proposals were made during these general discussions.

Beginning in September 2018, Company management held discussions with a private equity-backed dating application (“Company B”), including a meeting between Geoff Cook, the Company’s Chief Executive Officer, and the Chief Executive Officer of Company B in February 2019. Mr. Cook informed Spencer Rhodes, the Chairman of the Company Board, of these discussions, including the meeting, in the context of the Company Board’s ongoing discussions of strategic opportunities. The discussions between Mr. Cook and Company B concluded in May 2019. Company B did not submit a proposal to acquire the Company during this time. During the same period, Company management also held discussions with members of management of a large U.S. public company in the online and application-based dating sector (“Company C”) regarding the potential for the Company and Company C to partner on a range of strategic alternatives. Mr. Cook also kept Mr. Rhodes informed of these discussions.

From December 2018 through May 2019, the Company evaluated two transactions to acquire entities of similar or larger size to the Company, in connection with financial sponsors. The Company conducted due diligence and submitted proposals that were not accepted in a competitive bidding process. In this same period, the Company vetted preliminary interest in a strategic acquisition of the Company by a China-based company and concluded on advice of counsel that such a transaction would be unlikely to obtain required regulatory approval. Mr. Cook also kept Mr. Rhodes informed of these discussions.

In the first half of 2019, Geoff Cook corresponded with Tim Schiffers, Parship Group’s Chief Executive Officer, to discuss industry matters, business performance matters with respect to the Company and Parship Group and the potential for collaboration between the Company and Parship Group.

On August 6, 2019, Mr. Cook had a teleconference with Mr. Schiffers, during which Mr. Schiffers expressed unsolicited preliminary interest in a possible strategic transaction. Mr. Schiffers’s expression of interest did not include a specific proposal. Mr. Cook informed Mr. Rhodes of this call in the context of the Company Board’s ongoing discussions of strategic opportunities.

On August 9, 2019, Mr. Cook, Jim Bugden, the Company’s Chief Financial Officer, and Frederic Beckley, the Company’s General Counsel and EVP Business Affairs, had a teleconference with Dominik Mühl, Investment Director at NuCom, in order to have a preliminary discussion about Parship Group’s potential interest in a strategic transaction. Mr. Mühl did not make any specific proposal during the discussion. Mr. Cook informed Mr. Rhodes of this call. Following the call, Mr. Cook sent a draft confidentiality agreement to representatives of ProSieben.

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On August 22, 2019, the Company, NCG Commerce GmbH and General Atlantic Service Company, L.P. entered into a confidentiality agreement.

On September 5, 2019, representatives of Company management, including Mr. Cook, Mr. Bugden and Mr. Beckley, met for dinner in Munich, Germany with representatives from ProSieben, including Class van Delden,Co-Chief Executive Officer of NuCom, Mr. Mühl, Mr. Schiffers, Henning Rönneberg, Managing Director and Chief Operating Officer of Parship Group, and Marc Schachtel, Managing Director, Chief Commercial Officer and Chief Technology Officer of Parship Group. The representatives discussed general, ongoing business progress and potential synergies of a possible strategic transaction.

On September 6, 2019, representatives of Company management, including Mr. Cook, Mr. Bugden, Mr. Beckley, Leslie Arena, the Company’s Senior Vice President of Investor Relations, Rich Friedman, the Company’s Senior Vice President of Engineering, and Jeremy Zorn, the Company’s Senior Vice President of Product, met with representatives of ProSieben, NuCom, Parship Group and General Atlantic, including Mr. van Delden, Mr. Mühl, Johannes Grossner, a Director of M&A of ProSieben, Alexander Von Voss, Chief Legal Officer of ProSieben, Mr. Schiffers, Mr. Rönneberg, Mr. Schachtel and Christian Figge, a Principal at General Atlantic at the offices of NuCom in Unterföhring, Germany. During the meeting, the Company’s representatives made presentations regarding the Company’s business, including its strategy, market position, brands and positioning, safety practices, marketing practices, financial results and potential synergies of a possible strategic transaction.

On September 12, 2019, Mr. Cook had a teleconference with Mr. Schiffers to discuss feedback from the meetings held on September 6, 2019.

On September 19, 2019, Mr. Cook and Mr. Bugden met with Mr. Schiffers and Mr. Mühl in Berlin, Germany. Mr. Cook and Mr. Bugden provided an update on the Company’s business performance and discussed potential synergies of a possible strategic transaction.

On September 28, 2019, ProSieben delivered on behalf of Parship Group and NuCom an initialnon-binding indication of interest to acquire the Company for a value of $4.50 to $4.90 in cash per share of Company Common Stock. The indication of interest indicated that ProSieben did not require third party debt to finance a potential acquisition of the Company. The indication of interest also indicated that a potential acquisition of the Company would require approval by each of NuCom’s investment committee and ProSieben’s executive board and supervisory board.

During the week of September 30, 2019, Mr. Cook corresponded with Mr. Schiffers, Mr. Mühl, Mr. van Delden, and Mr. Grossner, to confirm receipt of the indication of interest and state that he would be back in touch after the Company Board had met to discuss the indication of interest.

On October 9, 2019, the Company Board held a telephonic meeting. Mr. Bugden, Mr. Beckley, Ms. Arena and Mike Johnson, the Company’s Senior Vice President, Strategic Planning and Treasury, were present at the invitation of the Company Board. The Company presented its five-year forecast, and the Company Board discussed the possible engagement of BofA Securities.

On October 11, 2019, the Company Board held a telephonic meeting to discuss the initialnon-binding indication of interest from ProSieben. Mr. Bugden, Mr. Beckley, Ms. Arena, Mr. Johnson and representatives of BofA Securities were present at the invitation of the Company Board. The Company invited BofA Securities on the basis of BofA Securities’ experience in transactions similar to those being reviewed, its reputation in the investment community and its familiarity with the Company and its business. BofA Securities reviewed a presentation, which was distributed to the Company Board prior to the meeting, discussing ProSieben’s September 28, 2019 indication of interest, background information on ProSieben and NuCom and BofA Securities’ preliminary valuation analysis of the price range in the indication of interest. Representatives of BofA

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Securities reviewed with the Company Board a memorandum prepared by BofA Securities disclosing certain relationships between BofA Securities and its affiliates, on the one hand, and the Company and certain other parties involved in the transaction, on the other hand, provided in writing by BofA Securities prior to the meeting. At the conclusion of the meeting, the Company Board instructed BofA Securities to go back to ProSieben with certain feedback with respect to their indication of interest, including that the value per share in their indication of interest was too low.

On October 14, 2019, at the request of the Company Board, BofA Securities delivered feedback to ProSieben, that ProSieben’s proposed indication of interest range would have to be meaningfully higher in order for the Company to engage with them on a potential transaction, but that the Company would consider providing limited incremental information at ProSieben’s request as they considered a revised proposal.

On October 23, 2019, ProSieben indicated that, upon further review, there was potential ability to increase their proposed indication of interest range. ProSieben also submitted a preliminary due diligence request list.

On October 28, 2019, BofA Securities, at the direction of the Company Board, provided the Company’s responses to ProSieben’s preliminary due diligence request list.

On November 22, 2019, ProSieben delivered on behalf of Parship Group and NuCom a revisednon-binding indication of interest to acquire the Company for a value of $6.00 to $6.50 per share in cash per share of Company Common Stock. The revised indication of interest also requested that the Company provide ProSieben with eight weeks of exclusivity in order for ProSieben and its advisors to conduct due diligence. The revised indication of interest stated that ProSieben would reaffirm their proposed per share value of the Company’s Common Stock by December 20, 2019.

On November 25, 2019, the Company Board held a telephonic meeting. Mr. Bugden, Mr. Beckley, Ms. Arena and representatives of Morgan Lewis and BofA Securities were present at the invitation of the Company Board. At the meeting, at the request of the Company Board, Morgan Lewis reviewed a memorandum regarding the fiduciary duties of a member of the board of directors of a Delaware corporation in a sale transaction context, which was distributed to the Company Board prior to the meeting. At the request of the Company Board, BofA Securities reviewed a presentation, which was distributed to the Company Board prior to the meeting, discussing ProSieben’s November 22, 2019 indication of interest, BofA Securities’ preliminary valuation analysis of the price range in that indication of interest, an overview of selected other potential acquirers of the Company and next steps for discussion in the transaction process. The Company Board then discussed ProSieben’s proposal and recent communications with ProSieben and its advisors, including ProSieben’s request for exclusivity. It was the consensus of the Company Board that it would not be in the best interests of the Company or the stockholders for the Company to grant ProSieben exclusivity at that time and instructed BofA Securities to communicate to ProSieben that exclusivity would not be acceptable. The Company Board also discussed whether any additional parties should be contacted to assess their interest in a possible acquisition of the Company and it was the consensus of the Company Board that BofA Securities should contact certain potential acquirers.

During the weeks of November 25 and December 2, 2019, at the request of the Company Board, BofA Securities delivered feedback to Morgan Stanley and made outreach to additional third parties (and spoke with them on the following dates) to determine their interest in a potential transaction to acquire the Company: Company B (November 27, 2019), a large U.S. public company in the technology sector (November 27, 2019), a second large U.S. public company in the technology sector (November 29, 2019), a third large U.S. public company in the technology sector (December 2, 2019), a large U.S. public company in the technology and social media sectors (December 2, 2019), a large U.S. public company in the social networking sector (December 3, 2019) and a U.S. public company in the social media sector (December 16, 2019). Only Company B expressed interest. BofA Securities was instructed to delay contacting Company C at this time due to the risk of disruption of the Company’s relationship with Company C, without having first evaluated further the strength of the ProSieben indication of interest.

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On December 2, 2019, the Company entered into an engagement letter with BofA Securities to formally retain BofA Securities as financial advisor.

On December 5, 2019, representatives of Company management, including Mr. Cook, Mr. Bugden, Mr. Beckley and Ms. Arena and representatives of BofA Securities, met with representatives of ProSieben and General Atlantic, including Mr. Schiffers, Mr. Rönneberg, Mr. Schachtel, Mr. van Delden, Mr. Mühl, Mr. Grossner, Joern Nikolay, a Managing Director of General Atlantic, Felix Burgdorf, a Vice President of General Atlantic, Tobias Hürlimann, a Partner at Bain & Company, Gerrit Daute, a Management Consultant at Bain & Company, and Christian Hertrich, Executive Director – Technology IBD at Morgan Stanley, and Jonathan Chapman, an Associate at Morgan Stanley in Berlin, Germany. The Company’s representatives made a presentation regarding the Company’s business, including the competitive landscape, the addressable market, user demographics, brand attributes, video and dating, marketing, the Company’s vPaaS product, including barriers to entry and monetization, performance of the Company’s products, the Company’s talent team, the Company’s financial performance, and possible synergies of a potential strategic transaction. Afterwards, representatives of Company, including Mr. Cook, Mr. Bugden and Mr. Beckley, met for dinner in Berlin, Germany with Mr. Schiffers, Mr. Rönneberg, Mr. van Delden, Mr. Mühl, Mr. Grossner, and Mr. Nikolay in Berlin, Germany. The representatives of the Company broadly discussed the Company’s business and a potential strategic transaction; however, the occasion was primarily social.

On December 11, 2019, a virtual data room containing due diligence materials of the Company and its subsidiaries opened to ProSieben.

On December 11, 2019, the Company entered into a confidentiality agreement with Company B’s private equity sponsor.

On December 12, 2019, representatives of Company management, including Mr. Cook and Mr. Bugden, met with Company B’s private equity sponsor at their office in New York.

On December 14, 2019, at the direction of the Company Board, BofA Securities held a follow up call with Company B’s private equity sponsor and requested they deliver an initial indication by December 20, 2019 (the same date on which ProSieben indicated they would deliver a proposal).

On December 16, 2019, Reuters published an article reporting that ProSieben, through NuCom, was exploring a potential acquisition of the Company.

On December 16, 2019, the Company held an initial financial due diligence call with ProSieben.

On December 17, 2019, the Company held a business synergy due diligence call with ProSieben. In addition, ProSieben indicated they would need additional time to submit a revised proposal and would no longer be able to meet the December 20, 2019 deadline they had previously established.

On December 17, 2019, a representative of Company C reached out to Mr. Cook to inquire about the news reports of the potential acquisition and express interest in participating in any sale process involving the Company.

On December 19, 2019, Company B’s private equity sponsor indicated they would not be submitting a proposal with respect to a potential acquisition of the Company.

On December 20, 2019, at the direction of the Company Board, BofA Securities informed Company C that BofA Securities may follow up early in 2020 if Company C had interest in submitting a proposal with respect to a potential acquisition of the Company.

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On December 23, 2020, ProSieben indicated they would be in a position to submit a revised proposal on January 16, 2020.

On January 6, 2020, at the direction of the Company Board, BofA Securities contacted Company C to request an initial indication of interest in a potential acquisition by January 17, 2020 and to offer a meeting with members of Company management.

On January 9, 2020, the Company provided the Company’s responses regarding selected financial questions from Company C.

On January 13, 2020, the Company held a follow up financial due diligence call with ProSieben.

On January 15, 2020, Company C delivered an initialnon-binding indication of interest to acquire the Company at a value of $6.50 per share of Company Common Stock in cash, Company C common stock or a combination of cash and Company C common stock for an aggregate equity value of approximately $500 million. Company C’s indication of interest indicated that a potential acquisition of the Company by Company C would not be subject to third-party or other financing conditions. Company C also requested that the Company provide Company C with a period of exclusivity.

On January 16, 2020, ProSieben submitted on behalf of Parship Group and NuCom a reconfirmednon-binding indication of interest proposing to acquire the Company at a value of $6.30 per share in cash for shares of Company Common Stock. The reconfirmed indication of interest also reiterated that a potential acquisition of the Company would not be subject to any financing condition.

On January 21, 2020, the Company Board held a telephonic meeting to discuss the initialnon-binding indication of interest from Company C and the reconfirmednon-binding indication of interest from ProSieben. Mr. Bugden, Mr. Beckley, Ms. Arena, Mr. Johnson and representatives of Morgan Lewis and BofA Securities were present at the invitation of the Company Board. It was the consensus of the Company Board that the Company and BofA Securities should continue discussions with both ProSieben and Company C. The Company Board instructed BofA Securities to reach out to both Company C and ProSieben to provide feedback and indicate that the Company would like to continue discussions with such party, but that the Company was not in a position to grant exclusivity at that time.

On January 21, 2020, BofA Securities, at the direction of the Company Board, contacted a representative of Company C and Morgan Stanley on behalf of ProSieben. Both Company C and Morgan Stanley indicated that the parties remained interested in exploring a potential acquisition and would continue to participate in the sale process.

On January 23, 2020, draft merger agreements were made available to both Company C and ProSieben via the virtual data room.

During the weeks of January 24 through February 17, 2020, the Company held detailed due diligence calls with representatives of Company C and ProSieben and their outside legal counsel and other advisors covering commercial, technical, finance, tax, HR and legal topics, including a call on January 30, 2020 between ProSieben, Boston Consulting Group, NuCom and the Company covering technical interviews and technology diligence, a call on February 6, 2020 between Boston Consulting Group and the Company covering financial diligence, and a call on February 7, 2020 between ProSieben, the Company and Morgan Lewis covering tax and legal diligence, as well as a February 5, 2020 call between the Company and Company C covering financial diligence, a February 7, 2020 call between the Company and Company C covering tax and financial diligence, and a February 11, 2020 call between the Company and Company C covering general diligence topics.

On January 27 and 28, 2020, the Company heldon-site due diligence sessions with representatives of Company C, which sessions covered topics including general business; technology and infrastructure; safety, moderation and security; advertising and financial.

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On January 30, 2020, representatives from the Company, ProSieben and ProSieben’s technology consultants, Boston Consulting Group, conducted a telephonic diligence session to review the Company’s technical infrastructure and operations.

On February 3, 2020, representatives of Company management, including Mr. Cook, Mr. Bugden and Mr. Beckley, met for dinner in Lambertville, New Jersey, with Mr. van Delden, Mr. Schiffers, and Mr. Rönneberg. The representatives discussed general, ongoing business progress and potential synergies of a possible strategic transaction.

On February 3 through February 5, 2020, the Company heldon-site due diligence sessions with representatives from ProSieben, including representatives from NuCom, Parship Group, General Atlantic, Bain, KPMG and Morgan Stanley.

On February 5, 2020, representatives of Milbank LLP (“Milbank”), ProSieben’s outside legal counsel, sent an initialmark-up of the draft merger agreement to representatives of Morgan Lewis. Themark-up reflected, among other things, (i) the structure of the transaction as anall-cashone-step merger, (ii) substantial revisions to the Company’s representations and warranties, (iii) the circumstances in which the Company could provide diligence to and negotiate with a party making an unsolicited acquisition proposal that constituted or could reasonably lead to a superior proposal and (iv) Buyer’s efforts to resolve, avoid or eliminate any impediments to obtaining approval under the HSR Act and other required antitrust approvals.

On February 6, 2020, Bloomberg News published an article reporting that Company C had approached the Company about a possible transaction to acquire the Company.

On February 6, 2020, at the direction of the Company Board, BofA Securities distributed instructions to both Company C and ProSieben requesting submission of final proposals by February 19, 2020 at 5:00 p.m. Eastern Standard Time, along with a further revised draft of the merger agreement due on February 18, 2020.

On February 7, 2020, members of the Company’s legal team, and representatives of Morgan Lewis attended a legal due diligence call with representatives from ProSieben, Milbank and Sheppard, Mullin, Richter & Hampton LLP and Bird & Bird LLP, ProSieben’s outside counsels.

On February 7, 2020, Latham & Watkins LLP (“Latham”), outside legal counsel to Company C, sent an initialmark-up of the draft merger agreement to representatives of Morgan Lewis. The draft reflected, among other things, (i) the structure of the transaction as anall-stock transaction guaranteeing a fixed value per share of Company Common Stock at the closing based on the10-day volume weighted average price (VWAP) prior to the closing date with the right for Company C, at Company C’s sole discretion, to pay all or a portion of the consideration in cash, (ii) substantial revisions to the Company’s representations and warranties, (iii) an expansion of the events that would each constitute a material adverse effect with respect to the Company, (iv) revisions to the circumstances pursuant to which the Company was permitted to engage with a potential acquirer if a proposed offer constitutes a superior proposal, (v) deletion of the buyer’s requirement to resolve, avoid or eliminate any impediments to obtaining HSR and other required antitrust approvals, (vi) and multiple matters that would potentially delay the closing of a potential transaction.

On February 10, 2020, representatives of Morgan Lewis met with members of the Company’s legal team at the offices of Morgan Lewis in Philadelphia, Pennsylvania to discuss both Milbank’s and Latham’s markups of the merger agreement.

On February 10 and 11, 2020, the Company heldon-site technical due diligence sessions with representatives of ProSieben and Boston Consulting Group.

On February 10, 2020, a representative of Company C called a representative of BofA Securities to indicate that Company C did not share the Company’s view regarding the online advertising market and thus felt that there

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could be a significant decrease in the Company’s EBITDA under Company C’s ownership, with the implication that Company C’s business case could no longer sustain a value per share of $6.50.

On February 11, 2020, representatives of Morgan Lewis sent a revised draft of the merger agreement to representatives of Milbank.

On February 11, 2020, representatives of Company management held due diligence discussions with representatives of Company C management.

On February 13, 2020, representatives of the Company management heldfollow-up due diligence discussions with representatives of Company C’s management.

On February 14, 2020 representatives of Morgan Lewis sent a material issues list to representatives of Latham in response to Company C’s initialmark-up of merger agreement.

On February 14, 2020, representatives of Milbank sent a revised draft of the merger agreement to representatives of Morgan Lewis. Also on February 14, 2020, representatives of Morgan Lewis sent to representatives of Milbank an initial draft of the Company’s disclosure letter.

On February 14, 2020, Mr. Cook, representatives of Company C and representatives of BofA Securities held a call regarding the outcome of the due diligence calls between the Company and Company C. On this call, Company C indicated that any potential offer from Company C would be below $6.00.

On February 17, 2020, representatives of Morgan Lewis sent revised drafts of the merger agreement and the Company disclosure letter to representatives of Milbank.

On February 19, 2020, a representative of Company C informed a representative of BofA Securities that Company C did not intend to submit a final proposal with respect to a potential acquisition of the Company.

On February 19, 2020, ProSieben submitted on behalf of Parship Group and NuCom a final proposal including an indication of interest to acquire the Company at a valuation of $6.30 per share of Company Common Stock in cash. The final proposal also included a further revised draft of the merger agreement and drafts of the equity commitment letters to be delivered by ProSieben and General Atlantic upon entry into a definitive agreement. The final proposal provided that ProSieben’s indication of interest included therein was subject to ProSieben formalizing due diligence findings and receiving approval from ProSieben’s supervisory board. ProSieben also indicated that they would like to sign a definitive agreement with the Company on Wednesday March 4, 2020 and announce entry into the agreement during their previously scheduled earnings call on Thursday March 5, 2020.

On February 20, 2020, the Company Board held a telephonic meeting to receive an update on the status of the Company’s discussions with ProSieben. Mr. Bugden, Mr. Beckley, Ms. Arena and representatives of Morgan Lewis and BofA Securities were present at the invitation of the Company Board. At the meeting, Morgan Lewis reviewed with the Company Board the current terms of the proposed Merger Agreement, the form of which had been distributed to the Company Board prior to the meeting. BofA Securities reviewed with the Company Board a presentation containing its financial analysis of the proposed price per share of Company Common Stock, which had distributed to the Company Board prior to the meeting. Representatives of BofA Securities provided to the Company Board an updated version of the BofA Securities memorandum disclosing certain relationships between BofA Securities and its affiliates, on the one hand, and the Company and certain parties involved in the transaction, on the other hand. After discussions with representatives of Morgan Lewis and BofA Securities, the Company Board continued to discuss the potential transaction with ProSieben. Following that discussion, the Company Board directed the Company to move forward in seeking to finalize the proposed merger agreement with ProSieben.

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On February 20, 2020, at the direction of the Company Board, BofA Securities provided feedback to Morgan Stanley that the Company Board was willing to proceed on the basis of entering into a definitive agreement and announce on Monday, February 24, 2020 that the Company and ProSieben had entered into a definitive agreement, rather than thetwo-week time frame to sign and announce the transaction that ProSieben had proposed.

From February 21 through February 29, 2020, Morgan Lewis and Milbank continued to negotiate the merger agreement and exchanged drafts of the merger agreement and the disclosure schedules. Negotiations included the size of the termination fee, matters related to equity commitments from ProSieben and General Atlantic, the representations and warranties to be made by the Company, the timing and process around satisfying the closing conditions, and the interim operating restrictions and provisions relating to employees and equity compensation plans.

On February 21, 2020, Morgan Stanley responded to a representative of BofA Securities that the earliest timing that ProSieben could accommodate would be entering into the merger agreement on Thursday, February 27, 2020 following market close and announcing the transaction prior to the market open on February 28, 2020.

On February 22, 2020, Mr. Beckley notified the Company Board of a planned meeting among members of the Company’s management team and members of the NuCom management team scheduled for February 24, 2020 to discuss matters related to the transaction.

On February 24, 2020, Mr. Cook, Mr. Bugden and Mr. Beckley met with Mr. van Delden and Mr. Mühl at the Newark Liberty International Airport in Newark, New Jersey. Mr. Van Delden and Mr. Mühl presented their views of possible synergies of a potential combination, a proposed ownership structure, and the general terms of a proposed compensation scheme for the Company’s employees following the closing of a transaction. Mr. Van Delden also asked for the Company’s senior management to waive the “Good Reason” resignation provision in their employment agreements with respect to the closing of a transaction. Spencer Rhodes, the Chairman of the Company Board, participated in the meeting telephonically.

On February 26, 2020, Morgan Stanley communicated to BofA Securities that ProSieben’s Supervisory Board had delayed approval of the transaction to Wednesday, March 4, 2020 with announcement of the transaction prior to the market open on Thursday, March 5, 2020.

From March 2 through March 4, 2020, Morgan Lewis and Milbank exchanged drafts of the Merger Agreement and the disclosure schedules and engaged in discussions about refinements to both documents.

Over the remainder of March 4, 2020, representatives of Morgan Lewis and Milbank finalized the Merger Agreement and disclosure schedules.

On March 4, 2020, the Company Board held a telephonic meeting to consider the Merger Agreement. Mr. Bugden, Mr. Beckley, Ms. Arena and representatives of Morgan Lewis and BofA Securities were present at the invitation of the Company Board. Morgan Lewis confirmed that the Merger Agreement, the form of which had been distributed to the Company Board prior to the meeting, and other transaction documents, including Mr. Cook’s employment agreement amendments and the amendments to Mr. Bugden’s and Mr. Johnson’s employment agreements, forms of which had been distributed to the Company Board prior to the meeting, had been finalized and that no material modifications or additions had been made to the drafts reviewed in detail during the February 20, 2020 meeting of the Company Board. Also at this meeting, BofA Securities reviewed with the Company Board its financial analysis of the Per Share Merger Consideration and delivered to the Company Board an oral opinion, which was confirmed by delivery of a written opinion dated March 4, 2020, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the consideration to be received by holders of Company Common Stock, was fair, from a financial point of view, to such holders. Mr. Beckley then reviewed the proposed resolutions to be adopted by the Company Board, respectively, copies of which, including copies of all exhibits thereto, including the form of the amendment to the Tax Benefits Plan, had been distributed to the

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Company Board prior to the meeting. At the conclusion of such meeting, the Company Board, taking into account all of the foregoing and its previous meetings, presentations, and consultations with Morgan Lewis and BofA Securities, unanimously (i) approved the Merger Agreement and the Contemplated Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, (ii) determined that the terms of the Merger Agreement and the Contemplated Transactions, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (iii) directed that the Merger Agreement and the Contemplated Transactions be submitted to the stockholders of the Company at the Company Stockholder Meeting for adoption and approval and (iv) recommended that the Company’s stockholders adopt the Merger Agreement and approve the Contemplated Transactions. The Company Board also approved an amendment to the Tax Benefits Plan to (A) make it inapplicable to the approval, adoption, execution, delivery, and/or amendment of the Merger Agreement, the public announcement and/or public disclosure by any person of the Merger Agreement or the Contemplated Transactions, including, without limitation, the Merger, and the performance and/or consummation of the Contemplated Transactions, including the Merger, and (B) cause the preferred stock purchase rights issued under the Tax Benefits Plan to expire (to the extent they have not previously expired) immediately prior to the Effective Time, but only if the Effective Time shall occur.

On March 5, 2020, representatives of the Company, ProSieben, General Atlantic, Morgan Stanley and Morgan Lewis held a call to confirm the Merger Agreement and related transaction documents had been finalized and to confirm release of ProSieben’s, General Atlantic’s, NuCom’s, Buyer’s and the Company’s signatures to enter into the Merger Agreement and related transaction documents.

On March 5, 2020, prior to commencement of trading on NASDAQ, ProSieben and the Company each released a press release announcing its respective entry into the Merger Agreement. On March 5, 2020, the Company filed a Current Report on Form8-K with the SEC, disclosing its entry into the Merger Agreement, among other related matters.

Reasons for the Merger; Company Board Recommendation

The Company Board evaluated, with the assistance of its legal and financial advisors, the Merger Agreement and the Contemplated Transactions, including the Merger, and, on March 4, 2020, unanimously determined that the Merger Agreement and Contemplated Transactions, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, declared it advisable to enter into the Merger Agreement, and approved the execution, delivery and performance of the Merger Agreement and the consummation of the Contemplated Transactions, including the Merger.

In the course of making the unanimous recommendation, the Company Board consulted with outside legal counsel regarding its fiduciary duties, legal due diligence matters and the terms of the Merger Agreement and the Contemplated Transactions and considered the following positive factors (which are not necessarily in order of relative importance) relating to the Merger Agreement and the Contemplated Transactions, including the Merger, each of which the Company Board believed supported their decision:

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In addition, the Company Board also weighed the foregoing advantages and benefits against a variety of risks and other potentially negative factors (which are not necessarily in order of relative importance), including the following:

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After considering the foregoing factors, the Company Board concluded that, overall, the potentially beneficial factors relating to the Merger Agreement and the Contemplated Transactions, including the Merger, outweighed the risks and potentially negative factors.

The foregoing discussion of the information and factors considered by the Company Board is not exhaustive but is intended to reflect the material factors considered by the Company Board in its consideration of the Merger Agreement and the Contemplated Transactions, including the Merger. In view of the complexity and the large number of factors considered, the Company Board, individually and collectively, did not quantify or assign any relative or specific weight to the various factors. Rather, the Company Board based its recommendation on the totality of the information presented to and considered by it. In addition, individual members of the Company Board may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the Company Board is forward-looking in nature. This information should be read in light of the factors described under the caption “Cautionary Statement Concerning Forward-Looking Statements.”

THE COMPANY BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE MEET GROUP VOTE “FOR” THE MERGER PROPOSAL.

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Opinion of The Meet Group’s Financial Advisor

The Company has retained BofA Securities to act as the Company’s financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Company selected BofA Securities to act as the Company’s financial advisor in connection with the Merger on the basis of BofA Securities’ experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with the Company and its business.

On March 4, 2020, at a meeting of the Company’s Board held to evaluate the Merger, BofA Securities delivered to the Company’s Board an oral opinion, which was confirmed by delivery of a written opinion dated March 4, 2020, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Per Share Merger Consideration to be received by holders of Company Common Stock was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Company’s Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the Company’s Board for the benefit and use of the Company’s Board (in its capacity as such) in connection with and for purposes of its evaluation of the Per Share Merger Consideration from a financial point of view. BofA Securities’ opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Securities’ opinion does not address any other aspect of the Merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Merger or any other matter.

In connection with rendering its opinion, BofA Securities has, among other things:

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In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of the Company that it is not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Company management forecasts and the NOLs, BofA Securities was advised by the Company, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor did it make any physical inspection of the properties or assets of the Company. BofA Securities did not evaluate the solvency or fair value of the Company, Buyer or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of the Company, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company or the contemplated benefits of the Merger. BofA Securities also assumed, at the direction of the Company, that the final executed Agreement would not differ in any material respect from the Draft Agreement reviewed by it.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Per Share Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, the form or structure, or financial or other terms, aspects or implications of any related transactions, or any terms, aspects or implications of any voting or support agreements or any governance or other arrangements, agreements or understandings entered into in connection with or related to the Merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by the holders of Company Common Stock and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Per Share Merger Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Securities also did not express any view or opinion with respect to, and BofA Securities relied, with the consent of the Company, upon the assessments of representatives of the Company regarding, legal, regulatory, accounting, tax and similar matters relating to the Company and the Merger (including the contemplated benefits thereof) as to which matters BofA Securities understood that the Company obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any other matter.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. As of the date of BofA Securities’ opinion, the credit, financial and stock markets had been experiencing unusual volatility and BofA Securities expressed no opinion or view as to any potential effects of such volatility on Buyer, the Company or the Merger. It should be understood that subsequent developments may affect its

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opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities. Except as described in this summary, the Company imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

The discussion set forth below in the section entitled “Summary of Material Company Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the Company’s Board in connection with its opinion.The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of Material Company Financial Analyses

Selected Publicly Traded Companies Analysis.BofA Securities reviewed publicly available financial and stock market information for the Company and the following three publicly traded companies in the online social entertainment sector:

BofA Securities reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on March 3, 2020, plus debt, preferred equity andnon-controlling interest (as applicable), and less cash and cash equivalents and marketable securities, as a multiple of calendar year 2020 estimated revenues. The overall low to high calendar year 2020 estimated revenue multiples observed for selected publicly traded companies were 0.90x to 9.64x (with a median of 1.72x and an average of 4.09x). BofA Securities also reviewed enterprise values of the selected publicly traded companies as a multiple of calendar year 2020 estimated earnings before interest, taxes, depreciation and amortization, unburdened for stock-based compensation andone-time items, referred to as adjusted EBITDA. The overall low to high calendar year 2020 adjusted EBITDA multiples observed for selected publicly traded companies were 4.6xto 25.4x(with a median of 5.3x and an average of 11.8x). BofA Securities then applied calendar year 2020 revenue multiples of1.50x to 2.50x derived from the selected publicly traded companies, based on its professional judgment and experience, to the Company’s calendar year 2020 estimated revenue of $247 million and applied calendar year 2020 adjusted EBITDAmultiples of 7.0xto 9.0xderived from the selected publicly traded companies, based on its professional judgment and experience, to the Company’s calendar year 2020 estimated adjusted EBITDAof $48 million to obtain indicative ranges of enterprise value for the Company.In applying the calendar year 2020 revenue multiples, BofA Securities took into consideration, among other things, the observed data for the selected publicly traded companies and for the Company, the historical trading prices of the Company’s common stock and the common stock of the selected publicly traded companies and the differences in the financial profiles of the Company and the selected publicly traded companies, including that the Company had next twelve months’ (commonly referred to as NTM)one-month, three-month,six-month,one-year,two-year, and three-year revenue multiples (as of December 13, 2019, prior to news reports about a potential transaction on December 16, 2019) that were 0.78x below, 0.89x below, 0.99x below, 0.62x below, 1.12x below and 1.64x below the corresponding median NTM revenue multiples for the selected publicly traded companies, respectively. From the resulting enterprise values, BofA Securities deducted net debt of $7 million as of December 31, 2019 to derive equity values. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of the Company were

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based on the Company management forecasts. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, rounded to the nearest $0.05, as compared to the Per Share Merger Consideration:

No company used in this analysis is identical or directly comparable to the Company. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Company was compared.

Selected Precedent Transactions Analysis. BofA Securities reviewed, to the extent publicly available, financial information relating to the following 17 selected transactions involving companies in the internet marketplace sector:

BofA Securities reviewed transaction values, calculated as the enterprise value implied for the target company based on the Per Share Merger Consideration payable in the selected transaction, as a multiple of the target company’s last twelve months’ (commonly referred to as LTM) adjusted EBITDA. The overall low to high multiples of the target companies’ LTM adjusted EBITDA for the selected transactions were 9.2x to 23.4x (with a median of 11.6x and an average of 13.5x). BofA Securities then applied EBITDA multiples of 10.5x to 13.5x derived from the selected transactions, based on its professional judgment and experience, to the Company’s LTM adjusted EBITDA (as of December 31, 2019) of $42 million to obtain an indicative range of enterprise value for the Company.From the resulting enterprise values, BofA Securities deducted net debt of $7 million as of December 31, 2019 to derive equity values. Estimated financial data of the selected transactions were based on publicly available information. Estimated financial data of the Company were based on the Company

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management forecasts. This analysis indicated the following approximate implied per share equity value reference range for the Company, rounded to the nearest $0.05, as compared to the Per Share Merger Consideration:

No company, business or transaction used in this analysis is identical or directly comparable to the Company or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which the Company and the Merger were compared.

Discounted Cash Flow Analysis.BofA Securities performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered,after-tax free cash flows that the Company was forecasted to generate during the Company’s fiscal years 2020 through 2024 based on the Company management forecasts. BofA Securities calculated terminal values for the Company by applying terminal multiples of 8.0x to 10.0x to the Company’s fiscal year 2024 estimated EBITDA, which implied perpetuity growth rates of 1.9% to 5.3%. The cash flows and terminal values were then discounted to present value as of December 31, 2019, assuming amid-year convention for cash flows using discount rates ranging from 7.50% to 10.00%, which were based on an estimate of the Company’s weighted average cost of capital. From the resulting enterprise values, BofA Securities deducted net debt of $7 million as of December 31, 2019 to derive equity values. BofA Securities also calculated the implied per share present value of the tax benefits estimated to result from the NOLs, assuming an effective tax rate of 21.0% and discount rates ranging from 7.00% to 9.00%. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, rounded to the nearest $0.05, as compared to the Per Share Merger Consideration:

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

Miscellaneous

As noted above, the discussion set forth above in the section entitled “Summary of Material Company Financial Analyses” is a summary of the material financial analyses presented by BofA Securities to the Company’s Board in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors

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considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company and Buyer. The estimates of the future performance of the Company and Buyer in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, to the holders of Company Common Stock of the Per Share Merger Consideration to be received by such holders and were provided to the Company’s Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of the Company or Buyer.

The type and amount of consideration payable in the Merger was determined through negotiations between the Company and Buyer, rather than by any financial advisor, and was approved by the Company’s Board. The decision to enter into the Agreement was solely that of the Company’s Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Company’s Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Company’s Board or management with respect to the Merger or the Per Share Merger Consideration.

The Company has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee currently estimated to be approximately $11 million, $1.5 million was payable upon delivery of its opinion and the remainder of which is contingent upon consummation of the Merger. The Company also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company and certain of its affiliates, Buyer and certain of its affiliates (including ProSieben, General Atlantic LLC and certain of their respective affiliates and/or portfolio companies).

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to the Company and certain of its affiliates, and have received or in the future may receive compensation for the rendering of these services,

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including having acted or acting as an administrative agent, bookrunner and arranger for, and/or as a lender under, certain term loans, letters of credit, credit and leasing facilities and other credit arrangements of the Company and/or certain of its affiliates. From March 1, 2018 through February 29, 2020, BofA Securities and its affiliates derived aggregate revenues from the Company and certain of its affiliates of less than $1 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Buyer and certain of its affiliates, including ProSieben, General Atlantic LLC and certain of their respective affiliates and/or portfolio companies, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to certain affiliates and portfolio companies of General Atlantic LLC in connection with certain M&A transactions, (ii) having acted or acting as a bookrunner, global coordinator and/or underwriter for certain equity offerings of certain affiliates and portfolio companies of General Atlantic LLC, (iii) having acted or acting as a lender under certain letters of credit and credit facilities of Buyer and/or certain of its affiliates, including ProSieben, General Atlantic LLC and/or certain of their respective affiliates and/or portfolio companies (including acquisition financing), (iv) having provided or providing certain derivatives, foreign exchange and other trading services to Buyer and/or certain of its affiliates, including ProSieben, General Atlantic LLC and/or certain of their respective affiliates and/or portfolio companies, and (v) having provided or providing certain treasury management products and services to Buyer and/or certain of its affiliates, including ProSieben, General Atlantic LLC and/or certain of their respective affiliates and/or portfolio companies. In addition, a member of the Board of Directors of Bank of America Corporation, the parent company of BofA Securities, also is a Senior Advisor of General Atlantic LLC.From March 1, 2018 through February 29, 2020, BofA Securities and its affiliates derived aggregate revenues from Buyer and certain of its affiliates, including ProSieben, General Atlantic LLC and certain of their respective affiliates and/or portfolio companies, of approximately $3 million for investment and corporate banking services.

Certain Company Unaudited Prospective Financial Information

While the Company has from time to time provided limited financial guidance to investors, the Company has not, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings or other results due to, among other reasons, the unpredictability of the underlying assumptions and estimates. However, in connection with the Merger, the Company’s management prepared certainnon-public financial projections as to the potential future performance of the Company for the years 2020 through 2024 (referred to as the “Management Projections”), which were provided to the Company Board in connection with their evaluation of the Contemplated Transactions. At the direction of the Board, the Management Projections were also provided to BofA Securities in connection with its financial analyses, including BofA Securities’ financial analyses described in the section of this proxy statement captioned “The Merger Proposal — Opinion of The Meet Group’s Financial Advisor”.

The below summary of the Management Projections is included for the purpose of providing stockholders access tocertain non-public information that was furnished to certain parties in connection with the Merger, and such information may not be appropriate for other purposes, and is not included to influence the voting decision of any stockholder or whether any stockholder should seek appraisal rights with respect to common stock. The inclusion of the Management Projections should not be regarded as an indication that the Company or anyone who received the Management Projections then considered, or now considers, them a reliable prediction of future events, and the Management Projections should not be relied upon as such.

The Management Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. Neither the Company’s independent auditor nor any other independent accountant has compiled, examined, or performed any procedures with respect

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to the Management Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The Management Projections contain projections of adjusted EBITDA, adjusted EBIT and unlevered free cash flow, each of whichare non-GAAP financial measures within the meaning of the applicable rules and regulations of the SEC, which are financial performance measures that are not calculated in accordance with GAAP.These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be differentfrom non-GAAP financial measures used by other companies. Accordingly,these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

Although the Management Projections are presented with numerical specificity, they reflect numerous estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. The Management Projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Management Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Management Projections, including, but not limited to, the strength of the economy, changes in the overall level of consumer spending, the performance of the Company’s apps within the prevailing dating and social entertainment environments, implementation of the Company’s strategy, compliance with regulations, certifications and best practices with respect to the development, manufacture, sale and marketing of the Company’s products, management changes, changes in tax policy, disruptions of information systems, regulatory environment and other factors discussed in this proxy statement and in other reports filed by or furnished to the SEC by the Company. There can be no assurance that the Management Projections will be realized or that actual results will not be significantly higher or lower than forecast. The Management Projections cover several years and such information by its nature becomes less reliable with each successive year.

The Management Projections were developed by the Company’s management in October 2019 without giving effect to the Merger or the other Contemplated Transactions or any changes to the Company’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger or costs related to other Contemplated Transactions. In addition, the Management Projections will be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Management Projections reflect assumptions as to certain business decisions that are subject to change. The Management Projections cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such.

In addition, the Management Projections have not been updated or revised to reflect information, circumstances, events or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, the Company does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

The inclusion of the Management Projections herein should not be deemed an admission or representation by the Company that the Company views such Management Projections as material information, particularly in light of the inherent risks and uncertainties associated with such long-range forecasts. No representation is made by the Company or any other person regarding the Management Projections or the Company’s ultimate performance compared to such information. In light of the foregoing factors, and the uncertainties inherent in the Management Projections, stockholders are cautioned not to place undue, if any, reliance on the Management Projections. The Management Projections should be evaluated, if at all, in conjunction with the historical consolidated financial statements and other information contained in the Company public filings with the SEC.

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Management Projections

The following is a summary of the Management Projections. The Management Projections were based on numerous variables and assumptions over the period of 2020 through 2024, including growth in video daily active users, video revenue and mobile advertising revenue and decreases in user acquisition spend as a percentage of revenue.

Certain amounts in the above table may reflect rounding adjustments.

Equity Commitment Letters

Concurrently with the execution of the Merger Agreement, Buyer has delivered to the Company equity commitment letters (together, the “Equity Commitment Letters”) from each of (i) General Atlantic and (ii) ProSieben which, subject to the conditions contained in such Equity Commitment Letters, General Atlantic and ProSieben commit to provide $282,800,000.00 and $214,100,000.00, respectively, of equity financing to Buyer to enable it to consummate the Merger.

Interests of the Company’s Directors and Named Executive Officers in the Merger

In considering the recommendation of the Company Board that Company stockholders approve the Merger Proposal, Company stockholders should be aware that the directors and named executive officers of the Company have potential interests in the Contemplated Transactions that may be different from, or in addition to, the interests of Company stockholders generally, including, among others:

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The Company Board was aware of these interests and considered them, among other matters, in making its recommendation that Company stockholders vote in favor of the Merger Proposal.

For purposes of the disclosure below, our named executive officers are (i) Geoff Cook, Chief Executive Officer, (ii) James Bugden, Chief Financial Officer, (iii) Frederic Beckley, General Counsel and Executive Vice President Business Affairs, and (iv) Michael Johnson, Senior Vice President, Strategic Planning and Treasury.

Indemnification; Directors’ and Officers’ Insurance

Pursuant to the terms of the Merger Agreement, certain directors and officers of the Company will be entitled to certain new and ongoing indemnification and coverage under directors’ and officers’ liability and fiduciary liability insurance policies following the Merger. Such indemnification and insurance coverage is further described in the section of this proxy statement entitled “The Merger Agreement —Indemnification and Insurance.”

Transaction Bonuses

On the Closing Date, each of the Company’s named executive officers other than Mr. Cook will receive a transaction bonus equal to 50% of the named executive officer’s base salary in effect on the closing of the Contemplated Transactions, subject to applicable withholding, if the officer remains employed with the Company until the date the transaction bonuses are paid.

Treatment of Company Equity Awards

Except as otherwise agreed upon by the holder and the Buyer in writing, the following will apply to the Company’s equity awards:

Company Stock Options. At the Effective Time of the Contemplated Transactions, each Company Stock Option, whether or not then vested or exercisable, will be cancelled in exchange for a cash payment, without interest and less applicable tax withholding, equal to the product of (A) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock issuable upon the exercise of such Company Stock Option as of immediately prior to the Effective Time. Any Company Stock Option that has an exercise price per share that is greater than or equal to the Per Share Merger Consideration will be cancelled at the Effective Time without payment of any consideration.

Company RSAs. At the Effective Time of the Contemplated Transactions, each Company RSA will fully vest and become free of restrictions and repurchase rights and the holder thereof shall then become entitled to receive a cash payment, without interest and less applicable tax withholding, equal to the Per Share Merger Consideration.

Company PSUs. At the Effective Time of the Contemplated Transactions, each Company PSU will be cancelled in exchange for the right to receive a cash payment, without interest and less applicable tax withholding, equal to the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of units that vest with respect to each Company PSU determined based on the achievement of the applicable performance goals through the date immediately preceding the Effective Time. Any restricted stock units underlying a Company PSU that do not vest will be forfeited and cancelled without payment of any consideration.

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Estimated Value of Payments. For an estimate of the amounts that would be payable to each of the Company’s named executive officers in respect of their unvested Company Options, Company RSAs and Company PSUs see “The Merger Proposal —Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” below.

Employment Agreements

Severance Payments. Each of the Company’s executive officers entered into an employment agreement at or around the time that he commenced employment with the Company (each, an “Employment Agreement”), which have been amended from time to time. The Employment Agreements provide for certain severance benefits which are quantified under “The Merger Proposal —Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” below. In addition, in connection with the Contemplated Transactions, the Company amended each Employment Agreement other than Mr. Beckley’s Employment Agreement to provide that good reason shall not include the fact of the Company’s equity ceasing to be publicly traded following the consummation of the Contemplated Transactions or any attendant changes to the employee’s duties or responsibilities solely and directly resulting from the Company ceasing to be a publicly-traded company. Additionally, the definition of good reason in Mr. Cook’s employment agreement was amended to provide that good reason shall not include the fact of Mr. Cook reporting to the board of an entity other than Buyer.

Restrictive Covenants. Each executive officer is subject to restrictive covenants as set forth in his employment agreement. In connection with the Contemplated Transactions and subject to their consummation, the Company and Mr. Cook entered into an amendment to his Employment Agreement that provides that in the event Mr. Cook’s employment is terminated by the Company without cause or by Mr. Cook for good reason following the Contemplated Transactions, Mr. Cook will be subject tonon-competition andnon-solicitation covenants for 18 months following such termination. In the event Mr. Cook violates such covenants and does not cure any such violation, all severance payments under the employment agreement will cease and Mr. Cook will be required to repay any severance already paid to him. Pursuant to the employment agreements, each other named executive officer is subject tonon-competition andnon-solicitation covenants for a period of 12 months following the termination of his employment. In the event such named executive officer violates such covenants, all severance payments under the Employment Agreement will cease and the officer may be required to repay any severance already paid to him.

Additionally, in connection with the Contemplated Transactions and subject to their consummation, the Company and Mr. Cook entered into an amendment to his Company PSU agreements, which provides that during employment and in the event of any termination of employment within 12 months following the consummation of the Contemplated Transactions, Mr. Cook will be subject tonon-competition andnon-solicitation covenants for 18 months following such termination of employment. In the event Mr. Cook violates the covenants in the Company PSU agreement amendment and does not cure any such violation, any Company PSUs will be cancelled, and Mr. Cook will be required to repay any shares of stock or cash received in settlement of any such Company PSUs.

As consideration for Mr. Cook agreeing to the additional restrictions set forth in the amendments to his Employment Agreement and his Company PSU agreements described above, the Company will pay Mr. Cook an aggregate amount of $15,000, less applicable withholding.

Section 4999 of the Internal Revenue Code. None of the Company’s named executive officers is entitled to receive a taxgross-up. Mr. Cook’s employment agreement provides that any payment or benefit received by him that would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code as amended (referred to as the “Code”) and would subject him to the excise tax under Section 4999 of the Code will be reduced to the extent necessary so that no portion will be subject to any excise tax but only if, by reason of such reduction, the netafter-tax benefit received by Mr. Cook exceeds the netafter-tax benefit (after taking

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into account the excise tax, interest and penalties and any tax imposed by any comparable provision of state law and any applicable federal, state, and local income and employment taxes) that would be received by Mr. Cook if no reduction was made.

Estimated Value of Payments. For an estimate of the amounts that would be payable to each of the Company’s named executive officers under the Employment Agreements if they experience a severance-qualifying termination of employment, see “The Merger Proposal —Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger” below.

Quantification Of Potential Payments And Benefits To The Company’s Named Executive Officers In Connection With The Merger

The table below sets forth the information required by Item 402(t) of RegulationS-K regarding the amount of payments and benefits that each of the Company’s named executive officers may receive in connection with the Contemplated Transactions.

Assumptions

Unless otherwise noted, the estimates set forth in the table below assume the following:

The amounts set forth in the table below are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described in footnotes to the table. The amounts below do not reflect certain compensation actions that may occur before the Effective Time and do not include the $15,000 payable to Mr. Cook as consideration for Mr. Cook agreeing to the additional restrictions set forth in the amendments to his Employment Agreement and his Company PSU agreements or the transaction bonuses quantified under “The Merger Proposal —Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger — Transaction Bonuses” below. The actual amounts payable to the Company’s named executive officers, if any, will depend on whether the named executive officer incurs a Qualifying Termination, the date of such Qualifying Termination (if applicable), the closing date of the Contemplated Transactions and the terms of the plans or agreements in effect at such time.

Severance Payments

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For more information, please see “The Merger Proposal — Interests of the Company’s Directors and Named Executive Officers in the Merger — Employment Agreements” above.

Transaction Bonuses

Subject to the applicable officer’s continued employment until the date of the closing of the Contemplated Transactions, the transaction bonus amount payable to each of Messrs. Bugden and Beckley is $186,719 and to Mr. Johnson is $115,500.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of the material U.S. federal income tax consequences of the Merger to U.S. holders (as defined below) of Company Common Stock whose shares are exchanged for cash pursuant to the Merger. This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. holders. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (referred to as the “Code”), applicable U.S. Treasury Regulations promulgated thereunder, judicial opinions and administrative rulings and published positions of the Internal Revenue Service (referred to as the “IRS”), each as in effect as of the date hereof. These authorities are subject to change or differing interpretations, possibly on a retroactive basis, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion is for general information purposes only and does not purport to be a complete analysis of all potential tax consequences. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith), nor does it address any considerations under state, local or foreign tax laws or U.S. federal tax laws other than those pertaining to U.S. federal income tax. This discussion is not binding on the IRS or the courts and, therefore, the conclusions set forth in this discussion could be subject to challenge, which challenge could be sustained.

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For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company Common Stock that is for U.S. federal income tax purposes:

This discussion applies only to U.S. holders of shares of Company Common Stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a U.S. holder in light of its particular circumstances, or that may apply to U.S. holders subject to special treatment under U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect to apply themark-to-market method of accounting, holders subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar,tax-exempt organizations,tax-qualified retirement plans, banks and other financial institutions, mutual funds, certain former citizens or former long-term residents of the United States, partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes), S corporations or other pass-through entities or investors in such partnerships, S corporations or other pass-through entities, real estate investment trusts, regulated investment companies, U.S. holders who hold shares of Company Common Stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, a holder required to accelerate the recognition of any item of gross income with respect to shares of Company Common Stock as a result of such income being recognized on an applicable financial statement, and U.S. holders who acquired their shares of Company Common Stock through the exercise of employee stock options or other compensation arrangements). This discussion also does not address the U.S. federal income tax consequences to holders of shares of Company Common Stock who exercise appraisal rights in connection with the Merger under the DGCL.

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Company Common Stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding shares of Company Common Stock, you should consult your tax advisor.

This discussion of material U.S. federal tax consequences is for general information purposes only and is not tax advice. Holders of Company Common Stock are urged to consult their own tax advisors to determine the particular tax consequences to them of the Merger, including the applicability and effect of the alternative minimum tax, the unearned income Medicare contribution tax and any other U.S. federal, state, local, foreign income or other tax laws.

The receipt of cash by U.S. holders in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of Company Common Stock pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. holder’s adjusted tax basis in its shares of Company Common Stock.

Any such gain or loss will be long-term capital gain or loss if a U.S. holder’s holding period in the shares of Company Common Stock surrendered in the Merger is greater than one year as of the date of the Merger. Long-term capital gains of certainnon-corporate holders, including individuals, are generally subject to U.S. federal

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income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Company Common Stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of Company Common Stock.

Information Reporting and Backup Withholding

Payments made in exchange for shares of Company Common Stock pursuant to the Merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return to the applicable withholding agent a properly completed and executed IRS FormW-9, certifying under penalties of perjury that such U.S. holder is a “United States person” (within the meaning of the Code), that the taxpayer identification number provided is correct and that such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded by the IRS or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

Regulatory Approvals

Antitrust Clearance.Under the HSR Act and related rules and regulations, certain transactions, including the Merger, may not be completed until certain waiting period requirements have expired or been terminated. The HSR Act requires that each party must file apre-merger notification with the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and the United States Federal Trade Commission (the “FTC”). A transaction notifiable under the HSR Act may not be completed until the expiration of a30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. In certain circumstances the review period may be extended by either the parties or the Antitrust Division or FTC.

Completion of the Merger is conditioned on the expiration or early termination of the applicable waiting period under the HSR Act and approval from theBundeswettbewerbsbehörde (Austria’s Federal Competition Authority) andBundeskartellamt (Germany’s Federal Cartel Office). The Company and Buyer filed a Notification and Report Form with the Antitrust Division and the FTC on March 26, 2020. The Company and Buyer made all required filings to theBundeswettbewerbsbehörde and theBundeskartellamt on [            ], 2020 and [            ], 2020, respectively.

At any time before or after the expiration of the statutory waiting periods under the HSR Act, the Antitrust Division or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the Merger, to rescind the Merger or to conditionally permit completion of the Merger subject to regulatory conditions or other remedies. In addition,non-U.S. regulatory bodies and U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

Commitments to Obtain Antitrust Approval.Buyer is required to use its best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to resolve, avoid or eliminate each and every impediment under the HSR Act or any other antitrust laws asserted by any governmental authority with respect to the Merger so as to enable the Closing to occur as promptly as reasonably practicable, subject to certain limitations. See the section of this proxy statement entitled “The Merger Agreement — Efforts to Complete the Merger — Antitrust Matters.”

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CFIUS Approval. Completion of the Merger is also conditioned on CFIUS (i) providing a written notice that it has determined that it has concluded action and there are no unresolved national security concerns with respect to the Contemplated Transactions, (ii) indicating it is not able to conclude action under applicable law with respect to the Contemplated Transactions on the basis of a declaration but has not requested the submission of a joint voluntary notice (and Buyer has determined not to submit a joint voluntary notice), or (iii) if CFIUS has sent a report to the President of the United States requesting the President’s decision with respect to the Contemplated Transactions, then (A) the President shall have announced a decision not to take any action to suspend or prohibit the Contemplated Transactions or (B) having received a report from CFIUS requesting the President’s decision, the President shall not have taken any action after fifteen days from the date the President received such report.

Commitments to Obtain CFIUS Approval. The Company must use its reasonable best efforts to cooperate in connection with any actions taken by Buyer in connection with obtaining CFIUS approval. The aforementioned obligation includes the submission of a joint voluntary notice to CFIUS if necessary, in accordance with the Merger Agreement and providing all such assurances as may be customarily and reasonably necessary to address national security, law enforcement, and public safety interests in relation to any services offered by the Company or its subsidiaries or facilities owned or leased by the Company or its subsidiaries, subject to certain limitations set forth in the Merger Agreement. The parties submitted the draft joint voluntary notice to CFIUS on March 19, 2020. The parties must cooperate in connection with resolving any investigation or other inquiry of CFIUS or any other governmental authority related to the CFIUS review process. See the section of this proxy statement entitled “The Merger Agreement — Efforts to Complete the Merger — CFIUS Approval.”

Filing Fees. Buyer has agreed to pay all filing fees payable to any governmental authority in connection with any filings made to obtain any required regulatory approval.

Delisting and Deregistration of the Company Common Stock

If the Merger is completed, the Company Common Stock will be delisted from NASDAQ and deregistered under the Exchange Act.

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached asAnnex A to this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached asAnnex A to this proxy statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to provide any factual information about the Company or modify, update or supplement any factual disclosures about the Company in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding the actual state of any facts and circumstances relating to the Company. The Merger Agreement contains representations and warranties by, and covenants of, the Company, Buyer, Merger Sub and NuCom, and they were made only for purposes of the Merger Agreement and as of the specified dates set forth therein. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The representations, warranties and covenants in the Merger Agreement and any descriptions thereof should be read in conjunction with the disclosures in the Company’s periodic and current reports, proxy statements and other documents filed with the SEC. See the section of this proxy statement entitled “Where You Can Find Additional Information.” Moreover, the description of the Merger Agreement below does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached asAnnex A to this proxy statement and is incorporated by reference herein in its entirety.

Additional information about the Company may be found elsewhere in this proxy statement and the Company’s other public filings. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

Subject to the terms and conditions of the Merger Agreement, at the time the Merger becomes effective (the “Effective Time”), Merger Sub shall be merged with and into the Company. As a result of the Merger, at the Effective Time the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger. As a result of the Merger, the Surviving Corporation shall become a wholly owned subsidiary of Buyer. The certificate of incorporation of the Company immediately prior to the Effective Time shall be amended and restated in its entirety and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation. The bylaws of Merger Sub immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time will become the initial directors of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time will become the initial officers of the Surviving Corporation.

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When the Merger Becomes Effective

The closing of the Merger will take place (i) at the offices of Morgan, Lewis & Bockius LLP in Philadelphia, Pennsylvania, as promptly as practicable (but in no event later than the fifth business day) following the satisfaction or waiver of all of the applicable conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of those conditions at such time), or (ii) at another place, time and date as agreed to by the parties in writing. For purposes of the Merger Agreement, “business day” refers to any day, other than a Saturday, Sunday or other day, on which commercial banks in New York, New York or Munich, Germany are authorized or required by law to close.

On the Closing Date, the Company and Buyer will file a certificate of merger with the Secretary of State of the State of Delaware. The Merger will become effective at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as may be agreed by the parties in writing and as specified in the certificate of merger.

Effect of the Merger on the Company Common Stock

At the Effective Time, (i) all shares of common stock, par value $0.001, of the Company (the “Company Common Stock”) that are owned, directly or indirectly, by Buyer, the Company or Merger Sub immediately prior to the Effective Time shall be automatically cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor, (ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with the terms of the Merger Agreement and shares owned by holders that have exercised their appraisal rights under Delaware law) shall, at the Effective Time, be converted into the right to receive $6.30 in cash, without interest (the “Per Share Merger Consideration”), payable to the holder in accordance with the terms of the Merger Agreement, less any required tax withholding, and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid andnon-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation. From and after the Effective Time, all shares of Company Common Stock converted into the right to receive the Per Share Merger Consideration shall cease to be outstanding and shall automatically be cancelled and retired.

Treatment of Company Equity Awards

Company Stock Options. At the Effective Time, each outstanding option to acquire shares of Company Common Stock, whether or not then vested or exercisable, will be cancelled in exchange for a cash payment, without interest and less applicable tax withholding, equal to the product of (A) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock issuable upon the exercise of such Company Stock Option as of immediately prior to the Effective Time. Any Company Stock Option that has an exercise price per share that is greater than or equal to the Per Share Merger Consideration will be cancelled at the Effective Time without payment of any consideration.

Company RSAs. At the Effective Time, each outstanding share of restricted stock of the Company will fully vest and become free of restrictions or repurchase rights and the holder thereof shall then become entitled to receive a cash payment, without interest and less applicable tax withholding, equal to the Per Share Merger Consideration.

Company PSUs. At the Effective Time, each outstanding restricted stock unit award that is subject to performance-based vesting will be cancelled in exchange for the right to receive a cash payment, without interest and less applicable tax withholding, equal to the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of units that vest with respect to each Company PSU determined based on the achievement of the applicable performance goals through the date immediately preceding the Effective Time. Any restricted stock units underlying a Company PSU that do not vest will be forfeited and cancelled without payment of any consideration.

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Payment for Company Common Stock in the Merger

At or prior to the Effective Time, Buyer will deposit, or cause to be deposited, with a Paying Agent in trust for the benefit of holders of shares of Company Common Stock, cash sufficient to pay the Per Share Merger Consideration.

As soon as reasonably practicable (and no later than three business days) after the Effective Time, Buyer will instruct the Paying Agent to mail to each holder of record of a certificate whose shares were converted into the right to receive the Per Share Merger Consideration (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates shall pass, only upon delivery of the certificates to the Paying Agent (as defined in the Merger Agreement) and shall be in customary form and have such other provisions as Buyer may reasonably specify), and (B) instructions for use in effecting the surrender of the certificates in exchange for the Per Share Merger Consideration. Upon surrender of a certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such certificate shall be entitled to receive in exchange therefor, and Buyer shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable, the aggregate Per Share Merger Consideration in respect thereof, and the certificate so surrendered shall be cancelled.

If any cash deposited with the Paying Agent is not claimed within six months following the Effective Time, such cash will be returned to the Surviving Corporation upon demand (subject to abandoned property law, escheat law or similar law), and any Company stockholders as of immediately prior to the Merger who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving Corporation for satisfaction of payment of the Per Share Merger Consideration (subject to abandoned property law, escheat law or similar law). None of Paying Agent, Buyer, the Surviving Corporation or any other party will be liable to any Company stockholder with respect to any cash amounts properly paid to a public official pursuant to any applicable abandoned property law, escheat law or similar law.

In the event that any stock certificates have been lost, stolen or destroyed, then the Paying Agent will issue the Per Share Merger Consideration to such holder upon the making by such holder of an affidavit, in form and substance reasonably acceptable to Buyer, for such lost, stolen or destroyed certificate. Buyer or the Paying Agent may, in its discretion and as a condition precedent to the payment of the Per Share Merger Consideration, require such Company stockholder to deliver a reasonable amount in bond.

Shares of outstanding Company common stock issued and outstanding immediately prior to the Effective Time that are owned by holders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly exercised and perfected appraisal rights of such shares pursuant to and in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) will not be converted into or represent the right to receive the Per Share Merger Consideration. Instead, at the Effective Time, the Dissenting Shares shall be converted into the right to receive amounts that are payable under Section 262 of the DGCL. If any such holder fails to properly perfect or otherwise effectively waives, withdraws or loses the right of appraisal under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 of the DGCL will cease and such Dissenting Shares will be deemed to have been converted into, as of the Effective Time, the right to receive, without interest or duplication, and subject to any applicable tax withholding, the Per Share Merger Consideration for each share formerly represented thereby.

Representations and Warranties

The Merger Agreement contains representations and warranties of the Company, subject to certain exceptions in the Merger Agreement, in the Company’s confidential disclosure letter delivered in connection with the Merger Agreement and in the Company’s public filings, as to, among other things:

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The Merger Agreement contains representations and warranties of each of Buyer and Merger Sub, subject to certain exceptions in the Merger Agreement and in Buyer’s confidential disclosure letter delivered in connection with the Merger Agreement, as to, among other things:

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Some of the representations and warranties in the Merger Agreement are qualified by materiality qualifications or a “Company Material Adverse Effect” or “Buyer Material Adverse Effect” qualification, as discussed below.

For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any event, circumstance, change in or effect on the Company and its subsidiaries that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to: (a) the business, assets, results of operations or the financial condition of the Company and its subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the Merger, and the Contemplated Transactions on a timely basis; provided, however, that none of the following shall be or will be deemed to constitute and shall not be taken into account in determining the occurrence of a Company Material Adverse Effect:

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However, any event, change, and effect referred to in bullets 1, 2, 3, 5, 6, 7 or 8 immediately above shall be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change, or effect has a materially disproportionate effect on the Company and its subsidiaries, taken as a whole, compared to other participants in the industries in which the Company and its subsidiaries conduct their businesses.

For purposes of the Merger Agreement, a “Buyer Material Adverse Effect” means any event, circumstance, change in or effect that would prevent or materially delay, interfere with, impair or hinder the consummation by Buyer, or Merger Sub of the Merger and the other Contemplated Transactions in accordance with the terms of the Merger Agreement.

Conduct of Business Pending the Merger

The Merger Agreement provides that, from and after the date of the Merger Agreement and prior to the earlier of the Effective Time or date on which the Merger Agreement is terminated, except (a) as set forth in the Company’s confidential disclosure letter, (b) as contemplated by the Merger Agreement, (c) for actions required by applicable law and (d) as Buyer otherwise consents to in writing (such consent not to be unreasonably withheld, delayed or conditioned, except with respect to bullets 1, 2, 3, 4, 7, 9, 19 and 21 below as to which Buyer may grant and withhold its consent in its sole discretion), (A) the Company shall, and shall cause its subsidiaries to conduct its and their businesses in the ordinary course consistent with past practice in all material respects and use commercially reasonable efforts to preserve intact in all material respects the business organization and assets of their businesses, including by using commercially reasonable efforts to (1) keep available the services of the Company’s and its subsidiaries’ key employees and consultants and (2) preserve the goodwill and current relationships of the Company and its subsidiaries with customers, suppliers, distributors, licensors, licensees and other persons with which they have business relations and (B) the Company shall not, and shall cause its subsidiaries not to:

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Access

Subject to certain exceptions and limitations, from and after the date of the Merger Agreement until the earlier of the Effective Time or the date on which the Merger Agreement is terminated, upon reasonable notice the Company shall use its reasonable best efforts to (i) afford Buyer and its authorized representatives reasonable access to the offices, properties and books and records of the Company and its subsidiaries and (ii) furnish to the authorized representatives of Buyer such reports, schedules and other documents filed or received by it pursuant to the requirements of applicable law and such additional accounting, financing, operating, and additional available information regarding the Company and its subsidiaries (or copies thereof), as Buyer may from time to time reasonably request.

The foregoing will not require the Company or its subsidiaries to permit access or disclose any information if such access or disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any applicable law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any Company entity, provided that in such instances the Company shall give notice to Buyer of the fact that it is withholding such access or information and thereafter Buyer and the Company shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such applicable law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information.

All information provided by the Company shall be held in confidence in accordance with the confidentiality agreement between Buyer and the Company, which will remain in full force and effect until the Closing (and terminate upon Closing).

No Solicitation of Transactions

Pursuant to the Merger Agreement, from and after the date of the Merger Agreement until the earlier of the Effective Time or the date on which the Merger Agreement is terminated, the Company agrees that it will not, nor will it permit any of its subsidiaries to, and that it will instruct and cause its representatives not to, directly or indirectly:

A “Competing Company Transaction” means any transaction or series of related transactions that constitutes:

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The Company shall promptly (and in any event within 24 hours after the Company attains knowledge thereof) notify Buyer, orally and in writing, after the receipt by the Company or any of its representatives of any proposal, inquiry, offer or request (or any amendment thereto) with respect to a Competing Company Transaction, including any request for discussions or negotiations and any request for information relating to the Company or any of its affiliates or for access to the business, properties, assets, books or records of the Company or any of its affiliates.

Notwithstanding anything to the contrary in the Merger Agreement, at any time prior to receipt of stockholder approval of the Merger, the Company may furnish information to, and enter into discussions and negotiations with, any person (or any of such person’s representatives) who has made a written bona fide proposal or offer with respect to a Competing Company Transaction that did not arise or result from any material breach of the Company’snon-solicitation obligations under the Merger Agreement if, prior to furnishing such information and entering into such discussions and negotiations, (A) the Company Board (or a committee thereof) has determined, in its good-faith judgment (after consulting with an outside financial advisor and outside legal counsel), that such proposal or offer constitutes, or is reasonably likely to lead to, a Superior Proposal (as described below), (B) the Company has provided written notice to Buyer of its intent to furnish information to, and enter into discussions and negotiations with, such person and (C) the Company has obtained (to the extent not already obtained) from such person an acceptable confidentiality agreement (it being understood that an acceptable confidentiality agreement and any related agreements shall not include any provision granting such person exclusive rights to negotiate with the Company or having the effect of prohibiting the Company from satisfying its obligations under the Merger Agreement) and, promptly upon its execution, delivered to Buyer a copy of such acceptable confidentiality agreement.

Change in the Company Board Recommendation

Except as otherwise provided in the Merger Agreement, neither the Company Board nor any committee thereof shall (x) change, withhold, withdraw, qualify, modify or amend in a manner adverse to Buyer, or fail to make, or propose publicly to withdraw, qualify, modify or amend in a manner adverse to Buyer, the Company Board Recommendation (or fail to include the Company Board Recommendation in the proxy statement), or (y) approve or adopt, or recommend the approval or adoption of, or publicly propose to approve or adopt, any Competing Company Transaction. Notwithstanding the foregoing, however, the Company Board may make a Change in the Company Board Recommendation if:

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The Company Board may effect a Change in the Company Board Recommendation and/or, in response to a Superior Proposal, terminate the Merger Agreement in order to enter into an acquisition agreement providing for such a Superior Proposal if the Company has received a Superior Proposal after the date of execution of the Merger Agreement that did not result from a breach of the Company’snon-solicitation obligations under the Merger Agreement (other than a breach that is both immaterial and unintentional), subject to the requirements that:

A “Superior Proposal” means a written bona fide offer or proposal made by a third party with respect to a Competing Company Transaction on terms and conditions that the Company Board determines, in its good-faith judgment, after consulting with an outside financial advisor and outside legal counsel, and taking into account all legal, financial and regulatory (including the likelihood of timely receipt of CFIUS approval and expiration of the waiting period under the HSR Act and approval under all other applicable antitrust laws) and other aspects of the proposal, including availability of financing, and any changes to the terms of the Merger Agreement proposed by Buyer in response to such offer or proposal, or otherwise, to be (a) more favorable from a financial point of view, to the stockholders of the Company, than the Contemplated Transactions and (b) reasonably expected to be

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consummated. For purposes of the definition of “Superior Proposal,” each reference in the definition of “Competing Company Transaction” above to “20%” is replaced with “50%”.

Company Stockholders Meeting

The Company has agreed to take all action required under the DGCL and the Company’s certificate of incorporation and bylaws to duly call, give notice of and convene the special meeting promptly following the mailing of this proxy statement to consider and vote upon the approval of the Merger Proposal. Notwithstanding the foregoing:

Subject to the Company Board’s right to make a Change in the Company Board Recommendation, as described in this proxy statement, the Company Board must include its recommendation regarding the Merger proposal in this proxy statement.

Equity Commitment Letters

Buyer and Merger Sub have obtained committed financing consisting of cash equity to be provided by ProSieben and General Atlantic. In connection with the Merger Agreement, Buyer and Merger Sub have delivered to the Company copies of the Equity Commitment Letters. Buyer shall use reasonable best efforts to take all actions, and do all things, necessary, proper or advisable to obtain the equity financing. Buyer shall not, and ensure that Merger Sub shall not, amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Commitment Letters without the prior written consent of the Company if such amendment, modification or waiver could or could reasonably be expected to adversely impact the Merger and the Contemplated Transactions. Additionally, the Equity Commitment Letters provide that the Company is a third party beneficiary thereof.

Notwithstanding anything in the Merger Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the financing contemplated by the Equity Commitment Letters) by or to Buyer or any of its affiliates or any other financing transaction be a condition to any of the obligations of Buyer or Merger Sub under the Merger Agreement.

Buyer Guarantor

NCG – NUCOM GROUP SE (“Buyer Guarantor”) guarantees to the Company the performance of Buyer’s and Merger Sub’s obligations under the Merger Agreement, including payment of Per Share Merger Consideration. The liability of Buyer Guarantor under its guarantee is absolute and unconditional. When the Company is pursuing its rights and remedies under the Merger Agreement against Buyer Guarantor, the Company shall be under no obligation to pursue any rights and remedies it may have against Buyer, Merger Sub or any other person. The guarantee by Buyer Guarantor shall remain in full force and effect and shall be binding on the Buyer Guarantor until (x) the deposit of the Per Share Merger Consideration at Closing, at which time the guarantee shall automatically terminate, shall have no further force and effect, and shall no longer be binding on Buyer Guarantor, or (y) in the event that the Merger Agreement is terminated prior to Closing, the later of (i) 90 days from the date of such termination and (ii) the final,non-appealable and conclusive resolution of any and all claims brought under the Merger Agreement.

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Employee Matters

For one year following the Effective Time (or if earlier, the date of the employee’s termination of employment), Buyer will cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide each continuing Company employee with (i) an annual base salary or wage level no less than the annual base salary or wage level provided by the Company and its subsidiaries as of the date immediately prior to the Effective Time, (ii) annual target bonus opportunities (excluding equity-based compensation) that are no less than the annual target bonus opportunities (excluding equity-based compensation) provided by the Company and its subsidiaries as of the date immediately prior to the Effective Time, (iii) severance benefits on terms and conditions agreed between Company and Buyer, which are generally consistent with levels of severance benefits as in effect immediately prior to the date of the Merger Agreement, and (iv) other employee benefits that are, in the aggregate, substantially comparable to the employee benefits provided by the Company and its subsidiaries as of the date immediately prior to the Effective Time.

Buyer will cause the Surviving Corporation to credit all service of the continuing employees with the Company or any of its subsidiaries or predecessors, as if such service were with Buyer, for purposes of eligibility to participate (but not for purposes of vesting or benefit accrual, except for vacation and severance benefits, if applicable) for full or partial years of service in any benefit plan maintained by Buyer or any of its subsidiaries (excluding any retiree health, defined benefit or equity compensation plans maintained by Buyer or any of its subsidiaries) (“Buyer Benefit Plan”) in which such continuing employees may be eligible to participate after the Effective Time. Such service, however, shall not be credited to the extent that: (i) such crediting would result in a duplication of benefits; or (ii) such service was not credited under the corresponding Company benefit plan.

In addition, (i) each continuing Company employee will be immediately eligible to participate in any and all Buyer Benefit Plans to the extent coverage under such plans is comparable to a Company benefit plan in which such continuing employee participated immediately before the Closing Date; and (ii) for purposes of each Buyer Benefit Plan providing medical, dental, pharmaceutical, vision, disability, life insurance and/or other welfare benefits to any continuing employee: (A) Buyer shall use commercially reasonable efforts to cause allpre-existing conditions, exclusions or limitations, eligibility waiting periods andactively-at-work requirements of such benefit plan to be waived for such continuing employee and his or her covered dependents; and (B) Buyer shall use commercially reasonable efforts to cause any eligible expenses incurred by each continuing Company employee and his or her covered dependents during the portion of the plan year of the Company benefit plan ending on the date such continuing employee’s participation in the corresponding Buyer Benefit Plan begins to be taken into account under such plan for purposes of satisfying all deductible,co-payment, coinsurance and maximumout-of-pocket requirements applicable to such continuing Company employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Buyer Benefit Plan.

Efforts to Complete the Merger

The Company, Buyer, and Merger Sub are each required to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the Contemplated Transactions as soon as practicable, including to (i) prepare and file all forms, registration and notifications to or with any governmental authority required to be filed to consummate the Contemplated Transactions, (ii) use reasonable best efforts to satisfy the conditions to consummating the Contemplated Transactions, (iii) use reasonable best efforts to obtain (and to cooperate with each other in obtaining) any consent, authorization, expiration or termination of a waiting period permit, order or approval of, waiver or any exemption by, any governmental authority (including furnishing all information and documentary material required under the HSR Act or other applicable antitrust laws) required to be obtained or made by Buyer, Merger Sub, the Company or any of their respective subsidiaries in connection with the transactions or the taking of any action contemplated by the Merger Agreement and (iv) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the Contemplated Transactions.

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The Company and Buyer shall (i) keep the other apprised of the status of matters relating to the completion of the Contemplated Transactions and work cooperatively in connection with obtaining all required consents, authorizations, orders or approvals of, or any exemptions by, any governmental authority reviewing the Contemplated Transactions, (ii) promptly consult with the other with respect to and provide any necessary information and assistance as the other may reasonably request with respect to all notices, submissions or filings made by or on behalf of such party with any governmental authority or any other information supplied by or on behalf of such party to, or correspondence with, any person in connection with the Merger Agreement or the Contemplated Transactions, (iii) promptly inform the other, and if in writing, furnish the other with copies of any communication from or to any governmental authority regarding the Contemplated Transactions, and permit the other to review and discuss in advance, and consider in good faith the views of the other parties in connection with, any proposed communication or submission with any such governmental authority and (iv) not participate in any meeting or substantive discussion with any governmental authority with respect to the Merger Agreement or the Contemplated Transactions unless it consults with the other in advance and, to the extent not prohibited by such governmental authority, gives the other the opportunity to attend and participate in such meeting or discussion. Materials required to be provided pursuant to the foregoing may be redacted to remove references concerning commercially or competitively sensitive information, as necessary to comply with contractual arrangements, and as necessary to address reasonable privilege concerns. In addition, outside counsel for any party may, as it deems advisable and necessary, reasonably designate such materials as “outside antitrust counsel — only material.”

Antitrust Matters and CFIUS Approval

Each party shall, and shall cause its affiliates to, use best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all governmental authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, the Merger Agreement, (ii) cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any governmental authority as such governmental authority may reasonably request in connection with the Merger Agreement and the Contemplated Transactions. Each party agrees to, and shall cause its affiliates to, make as promptly as reasonably practicable its respective legally applicable filings. Notwithstanding Buyer’s obligations under the Merger Agreement, antitrust filings in Austria and Germany will be made by Buyer in fulfillment of the filing obligations of all other parties, and in the case of filing of a declaration, or to the extent determined appropriate by Buyer, a joint voluntary notice with respect to the Contemplated Transactions to CFIUS, no more than 10 business days following the date hereof, and to supply as promptly as practicable to the appropriate governmental authorities any additional information and documentary material that may be requested by CFIUS or pursuant to the HSR Act or any other antitrust laws. Upon filing of the declaration with CFIUS, each party will cooperate fully with the other parties in promptly preparing the information necessary for the submission of a joint voluntary notice to CFIUS. In the event that (i) CFIUS requests that parties submit a joint voluntary notice after it concludes its review of the declaration or (ii) no more than five business days after CFIUS concludes its review of the declaration, Buyer reasonably decides after consultation with the Company to submit a joint voluntary notice after CFIUS has determined that it is not able to conclude action pursuant to the declaration, parties shall, and shall cause their affiliates to, submit a draft joint voluntary notice. The parties shall, and shall cause their affiliates to, submit a final joint voluntary notice no more than five business days after receiving comments to the draft joint voluntary notice from CFIUS. Buyer shall be responsible for all filing fees.

Without limiting the generality of the undertakings of the parties, and notwithstanding anything in the Merger Agreement to the contrary, Buyer shall use its best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to resolve, avoid or eliminate each and every impediment under the HSR Act or any other antitrust laws asserted by any governmental authority with respect to the Merger so as to enable the Closing to occur as promptly as reasonably practicable (and in any event, prior to the Termination Date). If such efforts fail to resolve, avoid or eliminate each and every impediment under the HSR Act or any other antitrust laws that may be asserted by any governmental authority with respect to the

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Merger so as to enable the Closing to occur, then Buyer shall use its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any governmental order (whether temporary, preliminary or permanent) that would prevent the Closing from occurring as promptly as reasonably practicable (and in any event, prior to the Termination Date). Notwithstanding the foregoing or any other provision of the Merger Agreement, none of Buyer, the Company or any of their respective subsidiaries shall be required to agree to any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of or any limitation on the acquisition, ownership, operation, effective control or exercise of full rights of ownership, or other modification of rights in respect of, any assets, properties or businesses of Buyer or the Company or any of their respective subsidiaries that, in each case, is not conditioned on the consummation of the Contemplated Transactions.

Each party shall promptly notify the other parties of any substantive communication it or any of its representatives receives from any governmental authority relating to the ability to consummate the Contemplated Transactions and permit the other parties to review in advance any proposed substantive communication by such party to any governmental authority. Buyer shall be responsible for and entitled to direct the antitrust filings, in particular with regard to the overall strategy and the documents and information made available to the relevant governmental authorities by way of the filing or subsequent submissions. No other party is entitled to make any submission or to provide any information to the relevant governmental authorities in Austria and Germany without the explicit prior consent of Buyer, unless to the extent such other party is obliged by applicable law or enforceable order of any governmental authority to make available certain information to the relevant governmental authority. Buyer and the Company shall not agree to participate in any meeting or substantive discussion with any governmental authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry relating to the Contemplated Transactions unless it consults with Buyer or the Company, as applicable, in advance. Each party shall, to the extent permitted by such governmental authority, give the other parties the opportunity to attend and participate in such meeting or substantive discussion. Each party shall, and shall cause its representatives to, coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of the applicable waiting period under the HSR Act and with regard to antitrust filings in Austria and Germany as promptly as reasonably practicable. Each party shall, and shall cause its representatives to, provide each other with copies of all substantive correspondence, filings or substantive communications between them or any of their respective representatives, on the one hand, and any governmental authority or members of its staff, on the other hand, with respect to the Merger Agreement and the Contemplated Transactions.

Buyer and its affiliates shall use reasonable best efforts to take, or cause to be taken, all actions that are customarily and reasonably undertaken to obtain CFIUS approval so as to enable the Closing to occur, including submitting a draft and final joint voluntary notice, if necessary, and providing all such assurances as may be customarily and reasonably necessary to address national security (including entering into a mitigation agreement, letter of assurance, national security agreement, or other similar arrangement or agreement), law enforcement, and public safety interests in relation to any services offered by the Company or its subsidiaries or facilities owned or leased by the Company or its subsidiaries, provided that such actions (i) do not require Buyer or any of its affiliates to act or refrain from acting in a manner that would reasonably be expected to have a material adverse effect on Buyer’s ownership, management or control of the Company or any of its subsidiaries or result in any personal civil or criminal liability for the individual who is the ultimate beneficial owner of a controlling interest in Buyer, (ii) do not relate to the assets or businesses of Buyer or any of its affiliates that are held apart from the Company except insofar and to the extent that such assets or businesses of Buyer or any of its affiliates that are held apart from the Company would have contracts or understandings to use or hold assets (including information) or businesses of, the Company or any of its subsidiaries, and (iii) do not relate to the assets or business of the Company or its subsidiaries or Buyer or any of its affiliates to the extent those assets and businesses do not involve interstate commerce in the United States.

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Indemnification and Insurance

For a period of six years after the Effective Time, the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the form of amended and restated certificate of incorporation of the Company, the existing bylaws of the Company or its subsidiaries, the existing certificates of incorporation of the Company’s subsidiaries or any indemnification contract as in effect immediately prior to the Effective Time with respect to acts or omissions occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any current or former directors or officers of the Company and its subsidiaries; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim.

Prior to the Effective Time, the Company shall purchase asix-year prepaid “tail” policy, with terms, conditions, retentions and limits of liability that are no less favorable to the insured persons than the coverage provided under the Company’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance, with respect to matters arising on or before the Effective Time (including in connection with the Merger Agreement and the Contemplated Transactions), and Buyer shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation, provided that in no event shall the Company pay, or the Surviving Corporation be required to pay, with respect to such insurance policies, more than 250% of the most recent annual premium paid by the Company prior to the date of the Merger Agreement.

Coordination on Transaction Litigation

The parties have agreed to provide the other party with notice of any transaction litigation that is brought, or, to the knowledge of such party, threatened in writing, against such party and/or its directors, and to keep such other party reasonably informed on a current basis with respect to the status thereof. Subject to the fiduciary duties of the Company Board and except in any litigation or proceeding where the parties may be adverse to each other, the Company shall give Buyer the opportunity to participate, subject to a customary joint defense agreement, in (but not control) the defense or settlement of any litigation, and the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such litigation, without the prior written consent of the Buyer.

Other Covenants and Agreements

The Merger Agreement also contains additional covenants, including covenants concerning (i) the filing of this proxy statement, (ii) public announcements with respect to the Contemplated Transactions, (iii) the resignations of existing directors, (iv) actions related to ensuring that antitakeover statutes are rendered inapplicable to the Merger Agreement and the Contemplated Transactions, (v) reporting requirements under Section 16 of the Exchange Act and (vi) the amendment of the Company’s tax benefits plan to (A) make it inapplicable to the approval, adoption, execution, delivery, and/or amendment of the Merger Agreement, the public announcement and/or public disclosure by any person of the Merger Agreement or the Contemplated Transactions, including, without limitation, the Merger, and the performance and/or consummation of the Contemplated Transactions, including the Merger, and (B) cause the preferred stock purchase rights issued under the Tax Benefits Plan to expire (to the extent they have not previously expired) immediately prior to the Effective Time, but only if the Effective Time shall occur.

Conditions to Completion of the Merger

Each party’s obligation to effect the Merger is subject to the satisfaction, or waiver in writing at or prior to the Closing of the following conditions:

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The obligation of the Company to effect the Merger is subject to the satisfaction, or waiver in writing by the Company, at or prior to the Closing of the following conditions:

The obligation of Buyer and Merger Sub to effect the Merger is subject to the satisfaction, or waiver in writing by Buyer, at or prior to the Closing of the following conditions:

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Termination

The Merger Agreement may be terminated and the Contemplated Transactions may be abandoned at any time before or after receipt of stockholder approval, as follows:

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Company Termination Fee

The Company will pay Buyer a termination fee in an amount equal to $18,631,945 if:

In no event will the Company be required to pay a termination fee on more than one occasion.

Limitation on Remedies

In the event of the termination of the Merger Agreement in accordance with the provisions described in this proxy statement, written notice thereof shall be given to the other parties, and the Merger Agreement shall forthwith become void, and there shall be no liability under the Merger Agreement on the part of any party or their respective representatives; provided that no party shall be relieved from liability for any willful breach prior to such termination of any of its covenants or agreements set forth in the Merger Agreement. Except in the case of a willful breach by the Company, the receipt by Buyer of the Company termination fee shall be deemed to be the sole and exclusive remedy for any and all losses or damages suffered or incurred by Buyer, Merger Sub, the Company or any of their respective affiliates, as applicable, in connection with the Merger Agreement and the Contemplated Transactions.

Expenses

Except as otherwise provided in the Merger Agreement,all costs and expenses incurred in connection with the Merger Agreement and the Contemplated Transactions will be paid by the party incurring the expenses, except that all filing fees payable to any governmental authority in connection with any filings made to obtain any required regulatory approval will be borne by Buyer.

Amendment and Modification

The Merger Agreement may be amended, modified and supplemented in any and all respects at any time prior to the Effective Time with respect to any of the terms of the Merger Agreement; provided, however, that (i) no such amendment, modification or supplement shall adversely affect the rights of the stockholders of the Company (other than Buyer, Merger Sub or their respective affiliates) under the Merger Agreement without the approval of such stockholders of the Company and (ii) no amendment shall be made to the Merger Agreement after the Effective Time. Any such amendment, modification or supplement shall be effective only if it is set forth in an instrument in writing executed by each party.

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Jurisdiction; Specific Enforcement

Under the Merger Agreement, each of the parties has agreed that it will bring any claims, controversies, disputes or proceedings in connection with the Contemplated Transactions exclusively in the Court of Chancery of the State of Delaware, or if that court lacks or declines to accept jurisdiction, another federal or state court located in the State of Delaware.

The parties have agreed that irreparable damage would occur in the event that the parties do not perform or otherwise breach the provisions of the Merger Agreement (including failing to take such actions as are required of them in order to consummate the Merger and effect the Closing) in accordance with its specified terms. The parties have acknowledged and agreed that money damages would be both incalculable and an insufficient remedy for any breach of the Merger Agreement by such party and that any such breach would cause the other parties irreparable harm. Accordingly, each party also agrees that, in the event of any breach or threatened breach of the provisions of the Merger Agreement by such party, the other parties shall be entitled to equitable relief without the requirement of posting a bond or other security, and without proof of actual damages, including in the form of injunctions and orders for specific performance, in addition to all other remedies available to such other parties at law or in equity. The parties agree that they will not contest the appropriateness of specific performance as a remedy.

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ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, the Company is providing its stockholders with a separate advisory(non-binding) vote to approve the Compensation Proposal, as described in the table in the section of this proxy statement entitled “The Merger Proposal — Interests of the Company’s Directors and Named Executive Officers in the Merger — Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger,” including the footnotes to the table and related narrative discussion.

The Company Board unanimously recommends that the stockholders of the Company approve the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case, as disclosed pursuant to Item 402(t) of RegulationS-K in the table in the section of this proxy statement entitled “The Merger Proposal — Interests of the Company’s Directors and Named Executive Officers in the Merger — Quantification of Potential Payments and Benefits to the Company’s Named Executive Officers in Connection with the Merger,” including the footnotes to the table and the related narrative discussion, is hereby APPROVED.”

The vote on the Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to adopt the Merger Agreement and vote not to approve the Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on either the Company or Buyer. Accordingly, if the Merger Proposal is approved and the Merger is completed, the compensation may be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of thenon-binding advisory vote of the Company stockholders.

The above resolution approving the Merger-related compensation of the Company’s named executive officers on an advisory(non-binding) basis requires the affirmative vote of a majority of the shares of Company Common Stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

THE COMPANY BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE MEET GROUP VOTE “FOR” THE COMPENSATION PROPOSAL.

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ADJOURNMENT PROPOSAL

The Company’s stockholders are being asked to approve the Adjournment Proposal.If the Adjournment Proposal is approved, the special meeting and any adjourned session of the special meeting could be adjourned by the Company Board to any date (subject to certain limitations in the Merger Agreement) to allow additional time to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal or in the absence of a quorum.

If the Company’s stockholders approve the Adjournment Proposal, the Company could adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously voted, to approve the Merger Proposal. If the special meeting is adjourned for the purpose of soliciting additional proxies to approve the Merger Proposal, stockholders who have already submitted their proxies will be able to revoke them at any time before their use.

Any adjournment may be made without notice other than an announcement at the special meeting of the time, date and place of the adjourned meeting;provided that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Company may transact any business which might have been transacted at the original special meeting.

Pursuant to the Merger Agreement, the Company may not postpone or adjourn the special meeting without Buyer’s prior written consent. Notwithstanding the foregoing, (i) if the Company reasonably determines in good faith that Company Stockholder Approval is unlikely to be obtained at the special meeting, including due to an absence of quorum, then on no more than one occasion (for a period of not more than 30 calendar days) and prior to the vote contemplated having been taken, the Company may adjourn or postpone the special meeting once, for a period no longer than 30 calendar days, to solicit additional proxies in favor of the Merger Proposal, or (ii) if Buyer reasonably determines in good faith that Company Stockholder Approval is unlikely to be obtained, Buyer may request on one occasion that the Company adjourn, delay or postpone the special meeting.

The Company does not anticipate calling a vote on this proposal if the Merger Proposal is approved by the requisite number of shares of Company Common Stock at the special meeting.

If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you sign and return a proxy and you indicate that you wish to vote in favor of the Merger Proposal but do not indicate a choice on the Adjournment Proposal, your shares of Company Common Stock will be voted in favor of the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and vote not to approve the Adjournment Proposal and vice versa.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of Company Common Stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

THE COMPANY BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE MEET GROUP VOTE “FOR” THE ADJOURNMENT PROPOSAL, IF A VOTE ON THE ADJOURNMENT PROPOSAL IS CALLED.

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MARKET INFORMATION FOR THE COMPANY COMMON STOCK

Market Information

Shares of the Company Common Stock are traded on NASDAQ under the symbol “MEET.” Historical market price information is publicly available. On [            ], 2020, there were approximately [            ] holders of record of Company Common Stock. Certain shares of Company Common Stock are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.

The closing sale price of shares of Company Common Stock on December 13, 2019, the last trading day prior to published market speculation regarding a potential transaction involving the Company, was $5.06 per share. On March 31, 2020, the most recent practicable date before the filing of this proxy statement, the closing price for shares of Company Common Stock was $5.87 per share. You are encouraged to obtain current market quotations for shares of Company Common Stock in connection with voting your shares of Company Common Stock.

Dividends

The Company has not paid any cash dividends on shares of Company Common Stock to date and does not intend to pay cash dividends prior to the completion of the Contemplated Transactions.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of the Company’s common stock as of March 31, 2020, by:

The addresses of those listed below are the same as that of the Company unless otherwise provided.

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APPRAISAL RIGHTS

Under the DGCL, you have the right to dissent from the Merger and to receive payment in cash for the fair value of your shares of Company Common Stock as determined by the Delaware Court of Chancery, together with interest, if any, as determined by the Court, in lieu of the consideration you would otherwise be entitled to pursuant to the Merger Agreement. These rights are known as appraisal rights. Stockholders electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect appraisal rights under Delaware law.

The following is intended as a brief summary of the material provisions of the Delaware statutory procedures required to be followed by a stockholder in order to dissent from the Merger and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which is attached asAnnex C to this proxy statement and is incorporated by reference herein in its entirety. Failure to precisely follow any of the statutory procedures set forth in Section 262 of the DGCL may result in the loss or waiver of your appraisal rights. All references in this summary to a “stockholder” are to the record holder of shares of Company Common Stock unless otherwise indicated.

Beneficial owners of shares of Company Common Stock who do not also hold such shares of record may have the registered owner, such as a broker, bank or other nominee, submit the required demand in respect of those shares. If shares of Company Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made in that capacity, and if the shares of Company Common Stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal on behalf of a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. In the event a record owner, such as a broker, who holds shares of Company Common Stock as a nominee for others, exercises his or her right of appraisal with respect to the shares of Company Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners, we recommend that the written demand state the number of shares of Company Common Stock as to which appraisal is sought. Where no number of shares is expressly mentioned, we will presume that the demand covers all shares held in the name of the record owner. If you hold your shares of Company Common Stock in a brokerage account or in other nominee form and you wish to exercise appraisal rights, you should consult with your broker or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

Section 262 of the DGCL requires that stockholders for whom appraisal rights are available be notified not less than 20 days before the stockholders meeting to vote on the Merger in connection with which appraisal rights will be available. A copy of Section 262 of the DGCL must be included with such notice. This proxy statement constitutes our notice to the Company’s stockholders of the availability of appraisal rights in connection with the Merger in compliance with the requirements of Section 262 of the DGCL and a copy of the full text of Section 262 of the DGCL is attached hereto asAnnex C. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 of the DGCL contained inAnnex C to this proxy statement since failure to timely and properly comply with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your shares, you must satisfy each of the following conditions:

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If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Per Share Merger Consideration (without interest and subject to any required tax withholding), but you will have no appraisal rights with respect to your shares of Company Common Stock.

All demands for appraisal pursuant to Section 262 of the DGCL should be addressed to the Company, in care of the Secretary, at 100 Union Square Drive, New Hope, Pennsylvania 18938, and must be delivered before the vote on the Merger Agreement is taken at the special meeting and should be executed by, or on behalf of, the record holder of the shares of Company Common Stock.

Within 10 days after the effective date of the Merger, the Company, as the surviving corporation, must give written notice that the Merger has become effective to each stockholder who has properly filed a written demand for appraisal and who did not vote in favor of the Merger Agreement and the Merger. At any time within 60 days after the effective date of the Merger, any stockholder who has demanded an appraisal, and who has not commenced an appraisal proceeding or joined that proceeding as a named party, has the right to withdraw such stockholder’s demand for appraisal and to accept the Per Share Merger Consideration (without interest and subject to any required tax withholding) specified by the Merger Agreement for his or her shares of Company Common Stock; after this period, the stockholder may withdraw such demand for appraisal only with the consent of the Company, as the surviving corporation. Within 120 days after the effective date of the Merger, any stockholder who has complied with Section 262 of the DGCL will, upon written request to the Company, as the surviving corporation, be entitled to receive a written statement setting forth the aggregate number of shares not voted in favor of the Merger Agreement and the Merger and with respect to which demands for appraisal rights have been received and the aggregate number of holders of such shares. A person who is the beneficial owner of shares of Company Common Stock held in a voting trust or by a nominee on behalf of such person may, in such person’s own name, request from the corporation the statement described in the previous sentence. Such written statement will be mailed to the requesting stockholder within 10 days after such written request is received by the surviving corporation or within 10 days after expiration of the period for delivery of demands for appraisal, whichever is later. Within 120 days after the Effective Time, but not thereafter, either the Company, as the surviving corporation, or any stockholder who has complied with the requirements of Section 262 of the DGCL and who is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. A person who is the beneficial owner of shares of Company Common Stock held in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file the petition described in the previous sentence. Upon

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the filing of the petition by a stockholder, service of a copy of such petition shall be made upon the Company, as the surviving corporation. If no such petition is filed within that120-day period, appraisal rights will be lost for all holders of shares who had previously demanded appraisal of their shares. The Company, as the surviving corporation, has no obligation to file such a petition in the event there are dissenting stockholders. Accordingly, the failure of a stockholder to file such a petition within the period specified could nullify the stockholder’s previously written demand for appraisal. There is no present intent on the part of the Company to file an appraisal petition, and stockholders seeking to exercise appraisal rights should not assume that the Company will file such a petition or that the Company will initiate any negotiations with respect to the fair value of such shares. Accordingly, stockholders who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the periods and in the manner prescribed in Section 262 of the DGCL.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the Company, as the surviving corporation, the Company will then be obligated, within 20 days after receiving service of a copy of the petition, to file in the office of the Register in Chancery in which the petition was filed a duly verified, a list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving corporation. The Register in Chancery, if so ordered by the Delaware Court of Chancery, must give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to the stockholders shown on the list at the addresses therein stated. Such notice must also be given by one or more publications at least one week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Delaware Court of Chancery deems advisable. The forms of the notices by mail and by publication must be approved by the Delaware Court of Chancery, and the costs thereof will be borne by the surviving corporation. At the hearing on such petition, the Delaware Court of Chancery will determine the stockholders who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights. The Delaware Court of Chancery may require the stockholders who have demanded appraisal for their shares and who hold stock represented by certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. If immediately before the Merger the shares of the class or series of stock as to which appraisal rights are available were listed on a national securities exchange, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (ii) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million or (iii) the Merger was approved pursuant to Section 253 or 267 of the DGCL.

After determination of the stockholders entitled to appraisal of their shares of Company Common Stock, the Delaware Court of Chancery will appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as otherwise provided in Section 262, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Company, as the surviving corporation, may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (i) the difference, if any, between the amount paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (ii) interest theretofore accrued, unless paid at that time. Upon application by the Company, as the surviving corporation, or by any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal before the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the Company, as the surviving corporation, and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required,

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may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under Section 262 of the DGCL. When the fair value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, by the Company, as the surviving corporation, to the stockholders entitled to receive the same, in the case of holders of uncertificated stock forthwith, and in the case of holders of shares represented by certificates upon the surrender to the Company of the certificates representing such stock.

In determining the fair value of the shares of Company Common Stock and, if applicable, interest, the Delaware Court of Chancery is required to take into account all relevant factors. InWeinbergerv.UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.”

The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” InCede & Co. v.Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but rather applies only to the speculative elements of value arising from such accomplishment or expectation. InWeinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

You should be aware that the fair value of your shares of Company Common Stock as determined under Section 262 of the DGCL could be more than, the same as, or less than the value that you are entitled to receive under the terms of the Merger Agreement, and that an opinion of an investment banking firm as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Merger, is not an opinion as to, and does not otherwise address, fair value under Section 262 of the DGCL.

Moreover, we do not anticipate offering more than the Per Share Merger Consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Company Common Stock is less than the Per Share Merger Consideration.

Costs of the appraisal proceeding may be imposed upon the Company, as the surviving corporation, and the stockholders participating in the appraisal proceeding by the Delaware Court of Chancery as the Court deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal. In the absence of an order, each party bears its own expenses. Any stockholder who has duly demanded and perfected appraisal rights in compliance with Section 262 of the DGCL will not, after the Effective Time, be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares, other than with respect to payment as of a record date before the Effective Time; however, if no petition for appraisal is filed within 120 days after the effective date of the Merger, or if the stockholder delivers a written withdrawal of his or her demand for appraisal and an acceptance of the terms of the Merger within 60 days after the effective date of the Merger or thereafter with the written approval of the Company, then the right of that stockholder to appraisal will cease. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the prior approval of the Court, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that any stockholder who has not commenced an

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appraisal proceeding or joined that proceeding as a named party will maintain the right to withdraw its demand for appraisal and to accept the Per Share Merger Consideration that such holder would have received (without interest and subject to any required tax withholding) pursuant to the Merger Agreement within 60 days after the effective date of the Merger.

In view of the complexity of Section 262 of the DGCL, stockholders who may wish to dissent from the Merger and pursue appraisal rights should consult their legal advisors.

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MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

In accordance with Rule14a-3(e)(1) under the Exchange Act, one proxy statement will be delivered to two or more stockholders who share an address, unless the Company has received contrary instructions from one or more of the stockholders. Each stockholder will receive a separate proxy card. The Company will deliver promptly upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the proxy statement was delivered. Requests for additional copies of the proxy statement should be directed to the Company, in care of the Secretary, at The Meet Group, Inc., 100 Union Square Drive, New Hope, Pennsylvania 18938, or by calling us at (215)862-1162. In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting the Company at the address and phone number set forth in the prior sentence.

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SUBMISSION OF STOCKHOLDER PROPOSALS

If the Merger is completed, the Company does not expect to hold a 2020 annual meeting of stockholders. However, if the Merger is not completed, the Company will hold a 2020 annual meeting of stockholders.

As described in the Company’s annual meeting proxy statement for the 2019 annual meeting of stockholders filed on April 29, 2019, any stockholder proposals that are intended to be presented at our annual meeting of stockholders to be held in 2020 must have been received by us no later than January 4, 2020, if such proposals are to be included in the proxy statement and related proxy materials relating to that meeting pursuant to Rule14a-8 of the Exchange Act. In addition, under the Company’s bylaws, any proposal for consideration at the annual meeting of stockholders to be held in 2020 submitted by a stockholder other than pursuant to Rule14a-8 will be considered timely if it was received by the Company’s Secretary at our principal executive offices between the close of business on January 14, 2020, which is the 150th calendar day prior to theone-year anniversary date of the 2019 annual meeting, and not later than the close of business on February 13, 2020, which is the 120th calendar day prior to theone-year anniversary date of the 2019 annual meeting. However, in the event that the 2020 annual meeting is held earlier than May 13, 2020 or later than August 11, 2020, such proposal will also be considered timely if it is received by the Company’s Secretary at our principal executive offices not later than the later of (i) the close of business on the 90th calendar day prior to such annual meeting or (ii) the close of business on the 10th calendar day following the day on which public disclosure of the date of such annual meeting was first made (or if that day is not a business day for the Company, on the next succeeding business day).

Additional information regarding the procedures to submit a stockholder proposal at the 2020 annual meeting, if one will be held, is included in the Company’s proxy statement for its 2019 annual meeting of stockholders, filed on April 29, 2019.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The Company’s public filings are available to the public from document retrieval services and the Internet website maintained by the SEC at www.sec.gov.

The Company will make available a copy of its public reports, without charge, on the “Investors” page of its website at http://www.TheMeetGroup.com as soon as reasonably practicable after the Company files the reports electronically with the SEC. The information provided on our website is not part of this proxy statement and is not incorporated by reference herein. In addition, you may obtain a copy of the reports, without charge, by contacting the Company at The Meet Group, Inc., Attn: Secretary, 100 Union Square Drive, New Hope, Pennsylvania 18938, or by calling us at (215)862-1162. In order to ensure timely delivery of the documents before the special meeting, any request should be made promptly to the Company.

The SEC allows us to “incorporate by reference” into this proxy statement documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. Information in documents that is deemed, in accordance with SEC rules, to be furnished and not filed will not be deemed to be incorporated by reference into this proxy statement. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement, and before the date of the special meeting (provided that we are not incorporating by reference any information furnished to, but not filed with, the SEC):

Notwithstanding the above, information furnished under Item 2.02 or Item 7.01 of any Current Report on Form8-K, including related exhibits, is not and will not be incorporated by reference into this proxy statement.

THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE INTO THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE SPECIAL MEETING. NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS ABOUT THE MERGER OR THE SPECIAL MEETING OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US OR ANY OTHER PERSON. THIS PROXY STATEMENT IS DATED [ ], 2020. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT AND WILL NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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Annex A

Agreement and Plan of Merger

Dated as of

March 5, 2020

By and Among

The Meet Group, Inc.,

eHarmony Holding, Inc.,

Holly Merger Sub, Inc.,

and,

solely for purposes of Section 10.17,

NCG – NUCOM GROUP SE

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