Cantaloupe (CTLP) Proxy Filing summary

Executive summary

• Special Meeting scheduled for September 4, 2025, to vote on a proposed merger with 365 Retail Markets, LLC, making the company a wholly owned subsidiary of Catalyst Holdco II, Inc. at $11.20 per share in cash for common stock holders.

• Board unanimously recommends voting FOR 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) adjournment of 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 Hudson Executive Capital LP, representing 17.9% of voting power, 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 engaged J.P. Morgan as financial advisor.

• The board considered multiple acquisition proposals and conducted a competitive process, ultimately selecting 365's offer as the most favorable.

• Directors and certain shareholders are subject to voting and support agreements restricting transfer and requiring votes in favor of the merger.