ONVIA INC

On October 25, 2017, Chanie Dembitzer, a purported stockholder, filed a putative class action lawsuit challenging aspects of the Transactions (as defined in Note 12) in King County Superior Court in the State of Washington. The complaint is captioned Chanie Dembitzer v. Onvia, Inc., et al., Case No. 17-2-27799-1 SEA. The complaint names as defendants the Company, members of the Board of Directors of the Company (the “Board”), Deltek, Inc., a Delaware corporation (“Deltek”), Project Diamond Intermediate Holdings Corp., a Delaware corporation (“Parent”), and Project Olympus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”). The complaint alleges, among other things, that the Board violated fiduciary duties of care, loyalty, and good faith and that Deltek, Parent, and Purchaser aided and abetted the Board’s breaches of fiduciary duties. As relief, the complaint seeks, among other things, an injunction preventing the consummation of the Transactions, rescission of the Transactions or rescissory damages should the Transactions be consummated, and an award of attorneys’ and experts’ fees. The defendants believe that the allegations in the suit are without merit.

On October 27, 2017, Louis Scarantino, a purported stockholder, filed a putative class action lawsuit challenging aspects of the Transactions in the United States District Court for the Western District of Washington in Seattle. The complaint is captioned Louis Scarantino v. Onvia, Inc., et al., Case No. 2:17-1601. The complaint names as defendants the Company, members of the Board, Parent, Purchaser, and Deltek. The complaint alleges, among other things, that the defendants violated provisions of the Securities Exchange Act of 1934 by making untrue statements of material facts in the Schedule 14D-9 or failing to provide in the Schedule 14D-9 all material information needed by stockholders to make an informed decision whether to tender their Shares. As relief, the complaint seeks, among other things, an injunction preventing the consummation of the Transactions, rescission of the Transactions or rescissory damages should the Transactions be consummated, and an award of attorneys’ and experts’ fees. The defendants believe that the allegations in the suit are without merit.

Although the defendants believe that the allegations in the putative class action lawsuits described above are without merit and deny that any additional disclosure was or is required under any applicable rule, statute, regulation or law, in order to moot the plaintiffs’ unmeritorious claims and alleviate the costs, risks and uncertainties inherent in such litigation, the Company voluntarily supplemented the Schedule 14D-9 with additional disclosures.

On October 19, 2017, and pursuant to the terms of the Merger Agreement, Purchaser commenced the Offer for all of the Company’s outstanding shares of common stock at a purchase price of $9.00 per share net to the seller in cash (the “Offer Price”), without interest and subject to any withholding taxes. The consummation of the Offer is subject to customary closing conditions, including (1) shares of common stock having been validly tendered and not properly withdrawn that represent, together with the shares of common stock then owned by Purchaser and its subsidiaries (if any), at least one more share than half of the then outstanding shares of common stock, (2) the absence of any law, injunction, judgment or other legal restraint that prohibits the consummation of the Offer or the Merger, (3) the absence of any legal proceeding by and governmental body having authority over Parent, Purchaser or the Company challenging or seeking to restrain or prohibit the consummation of the Offer or the Merger, (4) the accuracy of the Company’s representations and warranties contained in the Merger Agreement (generally subject to Material Adverse Effect (as defined in the Merger Agreement) and materiality qualifiers), (5) the Company’s performance of its obligations, agreements and covenants under the Merger Agreement in all material respects, (6) the absence, since the date of the Merger Agreement, of a Material Adverse Effect, and (7) the Merger Agreement not having been validly terminated in accordance with its terms.

If the Offer and the Merger are not consummated for any reason, our stockholders will not receive the consideration that Parent has agreed to pay upon the consummation of the Merger, and the price of our common stock may decline to the extent that its current market price reflects an assumption that the Merger will be consummated. Such decline could be significant.