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- DEF 14A: Review the Cantaloupe Inc proxy statement executive compensation to understand incentive structures tied to connected-device growth.
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Cantaloupe, Inc. (NASDAQ: CTLP) has agreed to be acquired by 365 Retail Markets, LLC in an all-cash transaction valued at $11.20 per common share. The deal will be executed through a merger of Catalyst MergerSub Inc. into Cantaloupe, after which Cantaloupe will become a wholly owned subsidiary of Catalyst Holdco II, Inc. Preferred shareholders will be cashed out immediately prior to closing at $11.00 per share plus accrued dividends. The Board of Directors unanimously approved the Agreement and Plan of Merger signed 15 June 2025 and recommends that shareholders vote “FOR” the Merger Proposal, the Advisory Compensation Proposal, and any needed Adjournment Proposal at a still-to-be-scheduled virtual special meeting.
Key terms include:
- Consideration: $11.20 cash per outstanding common share (treasury, rollover and certain other shares excluded).
- Total funding need: approximately $945 million, to cover equity payouts, preferred redemption, option/RSU settlements, debt pay-off and fees. 365 has secured committed debt financing to meet these obligations.
- Conditions: majority shareholder approval (common and preferred voting together on an as-converted basis) and expiration or termination of the Hart-Scott-Rodino waiting period. The merger is not subject to a financing condition.
- Termination fee: Cantaloupe must pay 365 $31.5 million under specified circumstances, including acceptance of a superior proposal.
- Fairness opinion: J.P. Morgan rendered a written opinion on 15 June 2025 that the $11.20 cash consideration is fair, from a financial point of view, to unaffiliated common shareholders.
- Delisting: Upon completion, CTLP shares will be removed from Nasdaq and deregistered with the SEC.
Directors and certain shareholders (including Hudson Executive Capital LP) have entered into voting agreements covering an undisclosed percentage of voting power. All equity awards held by employees and directors will vest or be cashed out as described in the proxy. The merger is expected to close in the second half of 2025, subject to the satisfaction of closing conditions.