Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• Entered into a definitive merger agreement for a take-private transaction at $35.00 per share in cash, representing an 81% premium to the pre-announcement share price.

• LKCM Headwater and affiliates, already owning 79% of shares, will acquire all remaining shares, making the company a wholly owned private entity.

• The transaction is subject to customary closing conditions, including regulatory and shareholder approvals, and is not subject to a financing condition.

• Upon completion, the company’s common stock will be delisted from Nasdaq.

Voting matters and shareholder proposals

• The merger requires approval by a majority of outstanding shares and a majority of votes cast by disinterested shareholders, excluding LKCM Headwater and affiliates.

• A special committee of disinterested directors unanimously recommended the transaction to the board and shareholders.

• Shareholders will receive a proxy statement and be asked to vote on the merger and related proposals.

Board of directors and corporate governance

• A special committee of independent directors was formed to evaluate and negotiate the transaction, with recusal of conflicted directors.

• The board, acting on the special committee’s recommendation, approved the merger agreement.

• The special committee received a fairness opinion from William Blair & Company, L.L.C.