ARC Document Solutions (ARC) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where ARC will be acquired by TechPrint Holdings, LLC, with ARC becoming a wholly-owned subsidiary and going private at $3.40 per share in cash, representing a 28.8% premium over the pre-announcement share price.

• The Acquisition Group, including key executives and affiliated trusts, holds about 15.8% of voting power and will roll over their equity into the new parent entity, not receiving cash for their shares.

• The Special Committee of independent directors, with its own legal and financial advisors, led a thorough process, solicited third-party bids, and ultimately recommended the merger as fair and in the best interests of unaffiliated shareholders.

• William Blair & Company provided a fairness opinion, concluding the $3.40 per share consideration is fair from a financial point of view to unaffiliated shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the Merger Agreement, (2) a nonbinding advisory vote on executive compensation related to the merger, and (3) potential adjournment of the meeting to solicit more proxies if needed.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of shares present or represented by proxy.

• The Acquisition Group has entered into a Voting Agreement to vote all their shares in favor of the merger.

Board of directors and corporate governance

• The Special Committee, composed solely of independent directors, was delegated full authority to negotiate, evaluate, and recommend the transaction.

• The board, excluding the CEO (a member of the Acquisition Group), unanimously approved the merger and recommends shareholders vote in favor.

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