ARC Document Solutions (ARC) Proxy Filing summary

Executive summary

• A special meeting is scheduled for November 21, 2024, to vote on a proposed merger where ARC will be acquired by TechPrint Holdings, LLC, and become a private company, with shareholders (other than the Acquisition Group) receiving $3.40 per share in cash.

• The Acquisition Group, including key executives and certain trusts, currently holds about 15.8% of voting power and will roll over their equity into the new parent entity.

• The Special Committee of independent directors, with its own legal and financial advisors, led a thorough process, including outreach to 22 potential third-party bidders, but received no superior offers.

• The Special Committee and Board (excluding conflicted members) unanimously determined the merger is fair and in the best interests of unaffiliated shareholders, supported by a fairness opinion from William Blair & Company.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) approval of the Merger Agreement, (2) a nonbinding 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 outstanding shares; failure to vote is counted as a vote against.

• The Acquisition Group has entered into a Voting Agreement to support the merger.

Board of directors and corporate governance

• The Special Committee consisted solely of independent, disinterested directors, with no economic interest in the surviving company.

• The Board and Special Committee retained independent legal and financial advisors and met frequently throughout the process.

• After the merger, the directors of Merger Sub will become the directors of the surviving corporation, and current officers will remain in place.