UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

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NIC believes that the claims asserted in the Complaints are without merit and that no supplemental disclosure is required under applicable law.  However, in order to avoid the risk of the Merger Litigation delaying or adversely affecting the Transactions and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the Company has determined voluntarily to supplement the Definitive Proxy Statement as described in this supplemental disclosure. The plaintiffs in the Individual Complaints have agreed that the amendments address their concerns and will voluntarily dismiss their complaints, with prejudice as to the named plaintiffs only.  Nothing in this supplemental disclosure shall be deemed an admission of the legal necessity or materiality, under applicable laws, of any of the disclosures set forth herein.  To the contrary, the Company specifically denies all allegations in the Merger Litigation that any additional disclosure was or is required.

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After the board meeting, Mr. Herington and Mr. Moore spoke by telephone and Mr. Herington informed Mr. Moore that the NIC board of directors authorized NIC to proceed with the January 12 Proposal. Mr. Herington informed Mr. Moore that the NIC board of directors wanted to understand Tyler’s timeline and requirements for entering into a definitive agreement, and to confirm that the transaction would not be subject to a financing contingency. Mr. Herington also requested that Mr. Moore introduce Shearman & Sterling to Tyler’s counsel. Following the call, Mr. Moore provided Mr. Herington with contact information for Tyler’s counsel at Munck Wilson Mandala, LLP (which we refer to as “Munck Wilson”), and representatives of Shearman & Sterling provided representatives of Munck Wilson a draft nondisclosure agreement which included a one year standstill provision and a covenant restricting Tyler from requesting that NIC amend or waive the agreed-upon standstill during the one-year standstill period, with such provision terminating automatically upon NIC entering into a definitive agreement providing for a change of control of NIC. Tyler and NIC entered into the nondisclosure agreement on January 14, 2021.

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This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements.  Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof.  Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the transaction, including the risks that (a) the transaction may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain NIC stockholder approval of the merger agreement, and (c) other conditions to the consummation of the transaction under the merger agreement may not be satisfied; (2) the effects that any termination of the merger agreement may have on Tyler or NIC or their respective businesses, including the risks that Tyler’s or NIC’s stock price may decline significantly if the transaction is not completed; (3) the effects that the announcement or pendency of the merger may have on Tyler or NIC and their respective business, including the risks that as a result (a) NIC’s business, operating results or stock price may suffer, (b) NIC’s current plans and operations may be disrupted, (c) NIC’s ability to retain or recruit key employees may be adversely affected, (d) NIC’s business relationships (including, customers and suppliers) may be adversely affected, or (e) NIC’s management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the merger agreement places on NIC’s ability to operate its business, return capital to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against NIC and others; (6) the risk that the transaction and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of NIC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated or supplemented by subsequent reports that NIC has filed or files with the U.S. Securities and Exchange Commission (the “SEC”).  Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither Tyler nor NIC assumes any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

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This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  This communication may be deemed to be solicitation material in respect of the proposed transaction involving Tyler and NIC.  In connection with the proposed transaction, NIC has filed with the SEC and furnished to its stockholders a definitive proxy statement on Schedule 14A, as well as other relevant documents concerning the proposed transaction.  Promptly after filing its definitive proxy statement with the SEC, NIC mailed the definitive proxy statement and a proxy card to each stockholder of NIC entitled to vote at the special meeting relating to the proposed transaction. The proxy statement contains important information about the proposed transaction and related matters.

STOCKHOLDERS OF NIC ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT NIC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.  Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials and other documents filed by NIC at the SEC’s website at www.sec.gov.  Copies of the proxy statement and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting NIC’s Investor Relations at stevek@egov.com or 913-754-7007.

NIC and its directors, executive officers and certain employees, may be deemed, under the SEC rules, to be participants in the solicitation of proxies in respect of the proposed merger.  Information regarding NIC’s directors and executive officers is available in NIC’s definitive proxy statement on Schedule 14A filed with the SEC on March 17, 2021, in connection with the proposed merger, and its proxy statement filed with the SEC on March 12, 2020.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC (when they become available).  These documents can be obtained free of charge from the sources indicated above.