European Wax Center (EWCZ) Proxy Filing summary

Executive summary

• A special meeting is called for shareholders to vote on a proposed merger agreement, under which the company will be acquired and taken private by affiliates of General Atlantic, L.P., through a two-step merger structure involving both the corporation and its operating subsidiary.

• If approved, Class A shareholders will receive $5.80 per share in cash, representing a 48% premium over the 30-day volume weighted average price prior to announcement; Class B shares will receive $0.00001 per share.

• The board, following a unanimous recommendation from a special committee of independent directors, recommends voting in favor of the merger, citing fairness, premium value, and certainty of cash consideration.

• The transaction is structured as a “going private” deal, after which the company’s shares will be delisted from Nasdaq and deregistered with the SEC.

Voting matters and shareholder proposals

• Shareholders are asked to vote on (1) approval and adoption of the merger agreement and (2) approval of adjournment of the special meeting if more time is needed to solicit votes.

• Approval requires both a majority of all outstanding shares and a majority of votes cast by disinterested (unaffiliated) shareholders.

• General Atlantic and affiliates, holding about 42% of voting power, have entered into a support agreement to vote in favor of the merger.

• Shareholders who do not vote in favor and follow statutory procedures may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• A special committee of independent, disinterested directors was formed to evaluate and negotiate the transaction, with its own legal and financial advisors.

• The special committee and board considered strategic alternatives, business risks, and received a fairness opinion from Moelis & Company LLC.

• After the merger, the board and officers of the surviving corporation will be those of the acquirer’s subsidiary.