Cantaloupe (CTLP) Proxy Filing summary

Executive summary

• Shareholders are asked to approve a merger where the company will be acquired by 365 Retail Markets, LLC, becoming a wholly owned subsidiary of Catalyst Holdco II, Inc., for $11.20 per share in cash for each outstanding common share.

• The board unanimously recommends voting in favor of the merger, the advisory compensation proposal, and the adjournment proposal.

• The merger is expected to close in the second half of 2025, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) approval to adjourn the meeting if more time is needed to solicit votes.

• Approval of the merger requires a majority of votes cast by holders of common and preferred stock, voting as a single class.

• Board members and a major shareholder have entered into voting agreements to support the merger.

Board of directors and corporate governance

• The board formed a transaction committee to oversee the sale process and evaluate offers.

• The board considered multiple acquisition proposals and conducted a competitive process, ultimately selecting the offer from 365 Retail Markets.

• The board's decision was based on the premium offered, certainty of cash value, and likelihood of completion.