Filing Details

    

Information to Be Included in Statements Filed Pursuant

to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

(Amendment No. 5*)

 

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(1) AvantaLion LLC is controlled by Charles B. Wang, a member of the Board of Directors of NeuLion, Inc.

 

CUSIP No.   64128J 101

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Explanatory Note

     

This Amendment No. 5 to Schedule 13D (this “Amendment”) is filed by AvantaLion LLC (the “Reporting Person” or “AvantaLion”) and supplements the previous Statement on Schedule 13D for the Reporting Person as amended to date. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the SEC. Responses to each item of this Amendment are incorporated by reference into the response to each other item, as applicable

 

CUSIP No.   64128J 101

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ITEM 4.  PURPOSE OF TRANSACTION

 

 

On March 26, 2018, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WME Entertainment, LLC (“Parent”), and NeuLion Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into the Issuer, with the Issuer surviving the merger as the wholly owned subsidiary of Parent (the “Merger”).

 

Pursuant to the Merger Agreement, at the effective time of the Merger, each of the Issuer’s issued and outstanding shares of Common Stock (other than any shares held by the Issuer as treasury shares or shares held by Parent, Merger Sub, or any other wholly owned affiliate of Parent and those shares with respect to which appraisal rights under Delaware law are properly exercised and not withdrawn) will be cancelled and extinguished and converted into the right to receive $0.84 in cash, without interest (the “Per Share Merger Consideration”).

 

As of the effective time of the Merger, each stock option of the Issuer that is outstanding and unexercised immediately before the effective time will be cancelled in consideration for the right to receive a cash payment equal to the excess, if any, of the Per Share Merger Consideration over the exercise price of such stock option, without interest, less any required withholding taxes.

 

Also effective March 26, 2018, the Reporting Person delivered a signed written consent adopting the Merger Agreement and entered into a Support Agreement (the “Support Agreement”) with Parent and Merger Sub with respect to all shares of Common Stock beneficially owned by it (the “Voting Shares”).

 

Under the Support Agreement, the Reporting Persons agreed to take the following actions, among others, during the term of the Support Agreement: (1) vote the Voting Shares in favor of the Merger Agreement and the transactions contemplated thereby and (2) vote the Voting Shares against (A) any action or agreement that would reasonably be expected to prevent or materially delay the consummation of the Merger or any other transactions contemplated by the Support Agreement or the Merger Agreement, (B) any offer, proposal, inquiry or indication of interest relating to any direct or indirect transaction or series of transactions with any Person other than Parent or Merger Sub or any of their respective subsidiaries (“Acquisition Proposal”) and (C) any action, proposal, transaction or agreement that, to the knowledge of the Reporting Person, would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Reporting Persons or the Issuer under this Agreement or the Merger Agreement.

 

Under the Support Agreement, the Reporting Person is restricted from disposing of any of the Voting Shares or engaging in any discussions or negotiations with, or solicit or encourage, any third party with respect to an Acquisition Proposal. The Support Agreement will terminate upon (1) the mutual written consent of Parent and the Reporting Person, (2) the effective time of the Merger, or (3) the termination of the Merger Agreement in accordance with its terms.

 

The foregoing descriptions of the Merger Agreement and the Support Agreement are qualified in their entirety by reference to the full text of the Merger Agreement and the Support Agreement, which are filed as Exhibits 99.1 and 99.2, respectively, hereto and are incorporated by reference herein.

 

Except as set forth herein, the Reporting Person has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j), inclusive, of Item 4 of Schedule 13D.

CUSIP No.   64128J 101

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CUSIP No.   64128J 101

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