Cantaloupe (CTLP) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement for an all-cash acquisition at $11.20 per share, a 34% premium, valuing the equity at approximately $848 million.

• The transaction is expected to close in the second half of 2025, subject to shareholder and regulatory approvals, and is not subject to a financing condition.

• Upon completion, the company will become privately held and its stock will be delisted.

• The merger aims to create a leading global platform in unattended retail, combining complementary strengths in payments, software, and self-checkout technology.

Voting matters and shareholder proposals

• Shareholders will vote on the approval and adoption of the merger agreement at a special meeting to be scheduled after SEC review of the proxy statement.

• Certain shareholders and directors holding about 14% of voting power have entered into voting agreements to support the merger.

• Voting agreements terminate upon the earliest of the merger's effective time, termination of the agreement, or material changes to the merger terms without consent.

Board of directors and corporate governance

• The board unanimously approved the merger and recommends shareholders vote in favor.

• The board retains the right to consider superior proposals or make an adverse recommendation change under certain conditions.

• Directors and officers are covered by indemnification and D&O insurance for six years post-merger.