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EX-99.2 - EXHIBIT 99.2 - NIC INCnt10019848x2_ex99-2.htm
EX-99.12 - EXHIBIT 99.12 - NIC INCnt10019848x2_ex99-12.htm
EX-99.10 - EXHIBIT 99.10 - NIC INCnt10019848x2_ex99-10.htm
EX-99.9 - EXHIBIT 99.9 - NIC INCnt10019848x2_ex99-9.htm
EX-99.8 - EXHIBIT 99.8 - NIC INCnt10019848x2_ex99-8.htm
EX-99.7 - EXHIBIT 99.7 - NIC INCnt10019848x2_ex99-7.htm
EX-99.6 - EXHIBIT 99.6 - NIC INCnt10019848x2_ex99-6.htm
EX-99.5 - EXHIBIT 99.5 - NIC INCnt10019848x2_ex99-5.htm
EX-99.4 - EXHIBIT 99.4 - NIC INCnt10019848x2_ex99-4.htm
EX-99.3 - EXHIBIT 99.3 - NIC INCnt10019848x2_ex99-3.htm
EX-99.1 - EXHIBIT 99.1 - NIC INCnt10019848x2_ex99-1.htm
EX-2.1 - EXHIBIT 2.1 - NIC INCnt10019848x2_ex2-1.htm
8-K - FORM 8-K - NIC INCnt10019848x2_8k.htm

Exhibit 99.11

NIC Regulator – Elected Official Talking Points


What We Announced


Thank you for taking the time to speak with me on short notice.


I hope you are doing well.


[This morning / On February 10], we entered into a definitive agreement to be acquired by Tyler Technologies.


By way of background, Tyler provides essential back-office, mission-critical software systems and integrated technology services to local, state, and federal government agencies, including public administration, courts and public safety, health and human services, and K-12 education.

Benefits of the Transaction


By joining forces with Tyler, we will be able to further strengthen our position as a leading innovator in digital government software and services and payment processing solutions.


As you are likely aware, there is tremendous demand at the federal, state, and local levels for innovative platform solutions and together, we will be better able to connect data and processes across disparate systems and deliver the leading products and services our partners and communities have come to expect.


Our businesses are highly complementary as Tyler’s strength is in local government and our strength is in state government.


This transaction is ultimately about bringing together two innovative, complementary companies to drive growth in the market with significant untapped opportunity.


Beyond the strategic and financial benefits of this transaction, both NIC and Tyler share a common focus on continuous innovation and a mutual belief that culture drives success.


Tyler has a history of honoring the core principles of the companies it acquires and investing in their continued growth.


Tyler intends to support and grow NIC’s products, just as it has done with its previous acquisitions.


The acquisition will also offer employees additional organizational resources and investments to support continued growth and product innovation.


NIC will continue to manage our operations from our Olathe, Kansas home office and the combined company will retain its employees and leadership team.

Next Steps


In terms of next steps, we expect the transaction to close in the second quarter, subject to the satisfaction of customary closing conditions and approvals.



Until then, NIC and Tyler will continue to operate as separate, independent companies and it is business as usual for all of us.


Our focus remains on providing exceptional support and services to our partners and communities.

Closing


We will seek to keep you updated as we move through this process. As always, if you have any questions, please feel free to reach out to me.


On behalf of the entire NIC team, thank you for your continued support.

Forward-Looking Statements

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 NIC’s proposed merger with Tyler Technologies, including the risks that (a) the proposed merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain NIC stockholder approval of the proposed merger, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (d) other conditions to the consummation of the proposed merger under the merger agreement may not be satisfied; (2) the effects that any termination of the merger agreement may have on Tyler Technologies or NIC or their respective businesses, including the risks that Tyler Technologies’ or NIC’s stock price may decline significantly if the proposed merger is not completed; (3) the effects that the announcement or pendency of the merger may have on Tyler Technologies 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 proposed merger 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, 2019, as updated or supplemented by subsequent reports that NIC has filed or files with the U.S. Securities and Exchange Commission (“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.

Additional Information and Where to Find It

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 merger involving Tyler Technologies and NIC.  In connection with the proposed merger, NIC plans to file a proxy statement with the SEC.  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 WITH TYLER TECHNOLOGIES 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 (when they become available) and other documents filed by NIC at the SEC’s website at www.sec.gov.  Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, on the Company’s Investor Relations website at ir.egov.com.

Participants in Solicitation

NIC and Tyler Technologies and their respective directors, executive officers and certain employees, may be deemed, under 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 its proxy statement filed with the SEC on March 12, 2020.  Information regarding Tyler Technologies’ directors and executive officers is available in its proxy statement filed with the SEC on April 1, 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.