Accelerant (ARX) Proxy filing summary

Executive summary

• Proposed merger with Cherry Tree BidCo and its subsidiary would take the business private; eligible holders receive $20.25 per share in cash, plus a possible $0.00333 per share per day ticking amount.

• Closing is currently expected in H1 2027, subject to shareholder approval and other conditions; the NYSE listing and Exchange Act reporting are expected to end after completion.

• Thoma Bravo committed $4.995 billion in equity financing; the merger has no financing condition.

Voting matters and shareholder proposals

• Shareholders are asked to approve the merger and plan of merger by special resolution, approve merger-related named executive officer compensation on a non-binding advisory basis, and approve adjournment if needed.

• Merger approval requires at least two-thirds of votes cast; compensation and adjournment each require a simple majority of votes cast.

• The board recommends FOR all three proposals; ACP shareholders are contractually committed to vote for the merger and held sufficient shares to approve it without other shareholders’ votes.

Board of directors and corporate governance

• A four-member special committee of independent, disinterested directors oversaw negotiations with separate legal and financial advisers; it unanimously found the terms fair and recommended approval.

• The board unanimously recommended approval among participating members and received fairness opinions from Houlihan Lokey and Morgan Stanley, each finding $20.25 per share fair from a financial point of view for the covered holders.

• After closing, Merger Sub’s directors are to become the surviving entity’s directors; existing officers are expected to continue, with Jeff Radke expected to remain CEO.