KORE Group (KORE) Proxy filing summary

Executive summary

• A special meeting will be held to vote on a merger agreement under which the company will be acquired by KONA Parent, L.P., an affiliate of Searchlight Capital Partners and Abry Partners, via a merger with KONA Merger Sub Co., making the company a subsidiary of Parent.

• Each outstanding share of common stock (except certain excluded shares) will be converted into the right to receive $9.25 in cash, subject to tax withholding, if the merger is approved and consummated.

• The board formed a Special Committee of independent directors to evaluate strategic alternatives, negotiate, and recommend the merger, which was unanimously approved by the Special Committee and the board (excluding conflicted directors).

• The merger consideration represents a significant premium to recent trading prices, and the Special Committee determined it to be the best value reasonably available after a robust process that included outreach to 21 potential buyers.

• The merger is structured as a “going private” transaction and will result in the company being delisted from NYSE and ceasing to be a public reporting company.

Voting matters and shareholder proposals

• Stockholders will vote on three proposals: (1) adoption of the merger agreement, (2) advisory approval of compensation for named executive officers in connection with the merger, and (3) approval of any adjournment of the meeting to solicit additional proxies if needed.

• Approval of the merger requires both a majority of all outstanding shares and a majority of votes cast by disinterested stockholders.

• Abstentions and failures to vote count as votes against the merger for the majority of outstanding shares test, but not for the disinterested stockholder vote.

• Several major shareholders, including affiliates of Searchlight, Abry, Cerberus, Dotmar, Burston, and Terrdian, have entered into support agreements to vote in favor, representing about 48% of outstanding shares.

Board of directors and corporate governance

• The Special Committee consisted solely of independent, disinterested directors, empowered to lead the process, retain advisors, and recommend or reject any transaction.

• The board and Special Committee received independent legal and financial advice and conducted a thorough review of alternatives, including remaining a standalone public company.

• The merger agreement includes customary covenants regarding conduct of business, no solicitation, and the ability to respond to superior proposals under certain conditions.