Pros (PRO) Proxy Filing summary

Executive summary

• Agreement and Plan of Merger signed for acquisition by Portofino Parent, LLC, an affiliate of Thoma Bravo, L.P., with PROS Holdings, Inc. becoming a wholly owned subsidiary at $23.25 per share in cash.

• Board of directors unanimously approved the merger and recommends shareholder approval.

• The transaction is subject to customary closing conditions, including regulatory approvals and shareholder vote.

• Committed equity financing is secured to cover the merger consideration and related obligations.

• Termination rights and a $39.6 million termination fee are included, with a $97.5 million cap on damages from Parent.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting.

• Proxy statement and related materials will be filed and distributed to shareholders for voting.

• Board recommends shareholders vote in favor of the merger.

Board of directors and corporate governance

• Board and relevant committees have approved the merger and related agreements.

• Directors of the surviving corporation will be those of the merger subsidiary; officers will remain the same as pre-merger.

• Indemnification and D&O insurance protections for current and former directors and officers will be maintained for six years post-closing.