You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of Kaman Corporation (the “Company”). The Special Meeting will be held on April 17, 2024, at 9:00 a.m., Eastern Time, at the corporate headquarters of the Company located at 1332 Blue Hills Avenue, Bloomfield, Connecticut.

At the Special Meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of January 18, 2024, by and among the Company, Ovation Parent, Inc., a Delaware corporation (“Parent”), and Ovation Merger Sub, Inc., a Connecticut corporation and a wholly owned subsidiary of Parent (“Merger Sub”) (as it may be amended from time to time, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds managed by Arcline Investment Management LP (“Arcline”). At the Special Meeting, the affirmative vote of the majority of the shares of the common stock of the Company, par value $1.00 per share (“Company Common Stock”), outstanding and entitled to vote thereon is required to adopt the Merger Agreement (the “Merger Proposal”). You also will be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger (the “Executive Compensation Proposal”).

At the Special Meeting, you also will be asked to consider and vote on a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

If the Merger contemplated by the Merger Agreement is consummated, you will be entitled to receive $46.00 in cash (the “Merger Consideration”), without interest, subject to deduction for any required withholding tax or other amounts required to be withheld therefrom, for each share of Company Common Stock that you own immediately prior to the effective time of the Merger.

The Board of Directors of the Company (the “Company Board”), after considering factors more fully described in the enclosed proxy statement (the “Proxy Statement”), has unanimously determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, are advisable, fair to and in the best interests of the Company and its shareholders, and also unanimously approved and adopted the consummation by the Company of the transactions contemplated by the Merger Agreement, including the Merger, in accordance with the terms and subject to the conditions set forth in the Merger Agreement and the relevant provisions of the Connecticut Business Corporation Act (the “CBCA”).

After careful consideration, the Company Board has unanimously recommended that you vote “FOR” the Merger Proposal, “FOR” the Executive Compensation Proposal and “FOR” the Adjournment Proposal.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Company Board in connection with its evaluation of the Merger Agreement and the Merger. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about the Company from documents we file with the U.S. Securities and Exchange Commission (the “SEC”) from time to time.

We appreciate you taking the time to vote promptly. After reading the Proxy Statement, please vote, at your earliest convenience. Your shares can be voted if you: (i) vote by Internet, (ii) vote by phone, (iii) sign, date and return the enclosed proxy card by mail or (iv) attend the Special Meeting and vote at the Special Meeting in person. In addition, your proxy is revocable at any time before it is voted by written notice to the Secretary of the Company

or by delivery of a later-dated proxy. If you attend the Special Meeting and vote in person, your vote will revoke any proxy previously submitted. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction card you will receive from your broker, bank or other nominee.

Your vote is very important, regardless of the number of shares of Company Common Stock that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of a majority of the shares of Company Common Stock outstanding and entitled to vote thereon, provided a quorum is present. In addition, the Merger Agreement makes the approval by the shareholders of the Company of the Merger Proposal a condition to the parties’ obligations to consummate the Merger. The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, but will not have any effect on the Executive Compensation Proposal or the Adjournment Proposal. Abstentions will be counted as votes “AGAINST” the Merger Proposal and will not have any effect on the Executive Compensation Proposal or the Adjournment Proposal.

If you have any questions about the accompanying Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Georgeson, our proxy solicitor, by calling toll-free at 888-815-7692.

On behalf of our Board, I thank you for your support and appreciate your consideration of this matter.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying Proxy Statement is dated March 8, 2024 and, together with the enclosed form of proxy card, is first being mailed to Company shareholders on or about March 8, 2024.

A special meeting of the shareholders (the “Special Meeting”) of Kaman Corporation, a Connecticut corporation (the “Company”), will be conducted on April 17, 2024, at 9:00 a.m., Eastern Time, at the corporate headquarters of the Company located at 1332 Blue Hills Avenue, Bloomfield, Connecticut, with respect to the following matters:

The affirmative vote of the majority of the shares of common stock of the Company, par value $1.00 per share (“Company Common Stock”), outstanding and entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of a majority of the shares of Company Common Stock entitled to vote which are cast on the proposal at the Special Meeting, provided a quorum is present, is required to approve the Executive Compensation Proposal. The affirmative vote of a majority of shares of Company Common Stock entitled to vote which are cast on the proposal at the Special Meeting, whether or not a quorum is present, is required to approve the Adjournment Proposal. The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, but will not have any effect on the Executive Compensation Proposal or the Adjournment Proposal. Abstentions will be counted as votes “AGAINST” the Merger Proposal and will not have any effect on the Executive Compensation Proposal or the Adjournment Proposal.

A broker, bank or other nominee holding shares in “street name” for a beneficial owner has discretion (but is not required) to vote the beneficial owner’s shares with respect to “routine” matters if their client does not provide voting instructions. All of the proposals in the Proxy Statement are non-routine matters. When a matter is not routine and the brokerage firm has not received voting instructions from the shareholder, the brokerage firm cannot vote the shares on that matter. This is called a broker “non-vote.” Broker non-votes, if any, will have the effect of votes “AGAINST” the Merger Proposal, but will not have any effect on the Executive Compensation Proposal or the Adjournment Proposal.

Only Company shareholders of record as of the close of business on February 9, 2024 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of shareholders entitled to vote at the Special Meeting will be available in our principal executive offices located at 1332 Blue Hills Avenue, Bloomfield, Connecticut 06002, during regular business hours from two (2) business days after notice of the Special Meeting until the conclusion of the meeting.

The Board of Directors of the Company (the “Company Board”) has unanimously recommended that you vote:

In considering the recommendation of the Company Board, Company shareholders should be aware that its executive officers and members of the Company Board may have agreements and arrangements in place that provide them with interests in the Merger that may be different from, or in addition to, those of the Company. See the section entitled “The Merger – Interests of the Directors and Executive Officers of the Company in the Merger” beginning on page 52 of this Proxy Statement.

You should carefully read and consider the entire Proxy Statement and the accompanying appendices including the Merger Agreement attached to the Proxy Statement as Annex A, along with all of the documents incorporated by reference in the Proxy Statement, as they contain important information about, among other things, the Merger and how it affects you. Please contact Georgeson, our proxy solicitor, by calling toll-free at 888-815-7692 if you have any questions concerning the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement, or need help submitting a proxy to have your shares of the Company’s Common Stock voted.

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, THE COMPANY ENCOURAGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) THROUGH THE INTERNET, (2) BY TELEPHONE, OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before your proxy is exercised at the Special Meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished to you by such broker, bank or other nominee, which is considered the shareholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you fail to either (i) return your proxy card, (ii) grant your proxy electronically over the Internet or by telephone, or (iii) vote in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a shareholder of record, voting in person at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a broker, bank or other nominee, you must obtain from the record holder a valid “legal” proxy issued in your name in order to vote in person at the Special Meeting.

The Company encourages you to read the accompanying Proxy Statement, including all documents incorporated by reference into the accompanying Proxy Statement, and its annexes carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting your shares of Company Common Stock, please contact our proxy solicitor:

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Company shareholder. You are encouraged to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 95 of this Proxy Statement.

This Proxy Statement, and the documents to which the Company refers you in this Proxy Statement, as well as information included in oral statements or other written statements made or to be made by the Company or on the Company’s behalf, contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for, among other things, the expected timing of the closing of the proposed transaction; any anticipated effects of the announcement, pendency or completion of the proposed transaction on the value of the Company Common Stock; the ability of the parties to obtain any required regulatory approvals in connection with the proposed transaction and to complete the proposed transaction considering the various closing conditions; the availability of debt and equity financing; the expected benefits of the proposed transaction; expenses related to the proposed transaction and any potential future costs; the Company’s future growth and financial results, business strategy and competitive position, and any assumptions underlying any of the foregoing. They can be identified by the use of words such as “intend,” “expect,” “strategy,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward-looking statements also include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the Company’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following risks: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including the failure to close the Merger by the End Date; (ii) the risk that Company shareholders may not approve the proposed transaction; (iii) inability to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction such as obtaining certain required regulatory approvals may not be satisfied or waived; (iv) uncertainty as to the timing of completion of the proposed transaction; (v) restrictions or prohibitions under certain covenants in the Merger Agreement during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities, (vi) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (vii) significant costs associated with the proposed transaction, (viii) availability of debt and equity capital and financing and any action by rating agencies in response to the proposed transaction, (ix) potential litigation relating to the proposed transaction that could be instituted against the Company, Parent or their respective directors and officers, including the effects of any outcomes related thereto; or (x) possible disruptions from the proposed transaction that could harm the Company’s or Parent’s business, including current plans and operations. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Company’s reports filed or that may be filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (see the section entitled “Where You Can Find More Information” beginning on page 95 of this Proxy Statement). Any forward-looking information provided in this release should be considered with these factors in mind. We assume no obligation to update any forward-looking statements contained in this release.

The enclosed proxy is solicited on behalf of the Company Board for use at the Special Meeting or any adjournment or postponement thereof.

The Special Meeting will be held on April 17, 2024, at 9:00 a.m., Eastern Time, at the corporate headquarters of the Company located at 1332 Blue Hills Avenue, Bloomfield, Connecticut.

At the Special Meeting, Company shareholders will be asked to vote on proposals to adopt the Merger Agreement, to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the Merger and to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Only the Company shareholders of record as of the close of business on February 9, 2024 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. If the Special Meeting is adjourned and a new record date is fixed, the Bylaws provide that the notice of the adjourned Special Meeting must be given to persons who are the Company’s shareholders as of the new record date, and only such Company shareholders shall be entitled to vote at the adjourned Special Meeting. A list of shareholders entitled to vote at the Special Meeting will be available in our principal executive offices located at 1332 Blue Hills Avenue, Bloomfield, Connecticut 06002, during regular business hours from two (2) business days after notice of the Special Meeting until the conclusion of the meeting.

A majority in voting power of Company Common Stock issued and outstanding and entitled to vote at the Special Meeting, which are present in person or represented by proxy, constitutes a quorum at the Special Meeting. As of the close of business on the Record Date for the Special Meeting, there were 28,334,082 shares of Company Common Stock issued and outstanding and entitled to vote. If you submit a properly executed proxy by Internet, telephone or mail, you will be considered a part of the quorum. In addition, abstentions and broker non-votes, if any, will be counted for purposes of establishing a quorum. As a result, 14,167,042 shares must be present by attendance at the Special Meeting or represented by proxy to have a quorum. If a quorum is not present, the Special Meeting will be adjourned until a quorum is obtained, subject to the terms of the Merger Agreement. The affirmative vote of a majority of voting power of the shares of Company Common Stock entitled to vote which are cast on the proposal, by attendance at the Special Meeting or represented by proxy, at the Special Meeting, or the chairman of the Special Meeting, may adjourn the Special Meeting.

The affirmative vote of the majority of the shares of Company Common Stock, outstanding and entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of a majority of the shares of Company Common Stock entitled to vote which are cast on the proposal, by attendance at the Special Meeting or represented by proxy, at the Special Meeting, provided a quorum is present, is required to approve, by non-binding, advisory vote, the proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. The affirmative vote of a majority of the shares of Company Common Stock entitled to vote which are cast on the proposal, by attendance at the Special Meeting or represented by proxy, at the Special Meeting, whether or not a quorum is present, is required to approve the proposal to adjourn the Special Meeting. This means that the proposal to adopt the Merger Agreement will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of shares of Company Common Stock entitled to vote at the Special Meeting. Abstentions will be counted as votes “AGAINST” the proposal to adopt the Merger Agreement and will not have any effect on the proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger or the proposal to adjourn the Special Meeting. Broker non-votes, if any, will have the effect of a vote “AGAINST” the proposal to adopt the Merger Agreement and will not have any effect on the proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger or the proposal to adjourn the Special Meeting.

At the close of business on February 9, 2024, the Company’s directors and executive officers beneficially owned 288,765 shares of Company Common Stock, which represented approximately 1% of the shares of the Company’s outstanding common stock on that date. The directors and executive officers have informed the Company that they currently intend to vote all of their shares of Company Common Stock “FOR” the adoption of the Merger Agreement, “FOR” the non-binding, advisory proposal regarding compensation that will or may become payable by the Company to its named executive officers in connection with the Merger and “FOR” the adjournment of the Special Meeting (if necessary or appropriate).

If your shares are registered in your name with the Company’s transfer agent, Computershare Inc., you may cause your shares to be voted by returning a signed proxy card, or you may vote in person at the Special Meeting. Additionally, you may submit electronically over the Internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

You are encouraged to sign, date and return the proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone, regardless of whether you plan to attend the Special Meeting. If you attend the Special Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the shareholders. Properly executed proxies that do not contain voting instructions will be voted “FOR” adoption of the Merger Agreement, “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the Merger and “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. No proxy that is specifically marked against adoption of the Merger Agreement will be voted in favor of the proposed compensation arrangements for the Company’s named executive officers in connection with the Merger, unless it is specifically marked “FOR” the approval of such proposal.

If your shares are held in “street name” through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting instruction form provided by your broker, bank or other nominee, or by the Internet or telephone through your broker, bank or other nominee if such a service is provided. To vote via the Internet or telephone through your broker, bank or other nominee, you should follow the instructions on the voting instruction card provided by your broker, bank or other nominee. If you do not return your bank’s broker’s or other nominee’s voting instruction form, do not vote via the Internet or telephone through your broker, bank or other nominee, if possible, or do not attend the Special Meeting and vote by attendance at the Special Meeting with a “legal” proxy from your broker, bank or other nominee, it will be counted as a vote “AGAINST” the proposal to adopt the Merger Agreement with respect to the vote requiring a majority of the Company’s outstanding shares and will not have any effect on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the Merger or the proposal to adjourn the Special Meeting.

If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by the Company’s Secretary prior to the Special Meeting and, in the case of Internet or telephonic voting instructions, must be received before 1:00 a.m., Eastern Time on April 17, 2024. If you have submitted a proxy, your appearance at the Special Meeting, in the absence of voting by attendance at the Special Meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of Company Common Stock in “street name,” you should contact your broker, bank or other nominee for instructions regarding how to change your vote. If you wish to vote your shares in person at the Special Meeting, you must obtain a legal proxy from such broker, trust, bank or other nominee (which indicates that you were the beneficial owner of the shares on the Record Date, and that such broker, trust, bank or other nominee is giving you its proxy to vote the shares).

Please note, if you do not provide a copy of the legal proxy, you may still attend the Special Meeting by showing proof of ownership but you will be unable to vote your shares in person at the Special Meeting.

Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting which was adjourned, recessed or postponed.

The Company Board – after considering various factors described in the section entitled “The Merger - Recommendation of the Company Board and Reasons for the Merger” beginning on page 40 of this Proxy Statement, and after consultation with legal and financial advisors – has determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable to, fair to and in the best interests of the Company and its shareholders, and has adopted and approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. The Company Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement, “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the Merger and “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

All votes will be tabulated by a representative of Computershare Inc., who will act as the inspector of election appointed for the Special Meeting, and will separately tabulate affirmative and negative votes, abstentions and broker non-votes, if any.

This Proxy Statement is sent on behalf of, and the proxies are being solicited by, the Company Board. The expense of soliciting proxies in the enclosed form will be borne by the Company. The Company has retained Georgeson, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $10,000 as a base fee with additional fees to be charged for specific service. The Company has also agreed to reimburse Georgeson, for reasonable out-of-pocket expenses incurred in connection with the proxy solicitation and indemnify Georgeson against losses arising out of its provision of such services on the Company’s behalf. In addition, the Company may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by some of the Company’s directors, officers and employees, in person, or by telephone, facsimile, email and other methods of electronic communication. No additional compensation will be paid for such services.

Assuming timely satisfaction of necessary closing conditions, including, among other things, the Company Shareholder Approval and receipt of required regulatory approvals, we currently anticipate that the Merger will be consummated in the first half of 2024.

Company shareholders of record as of the close of business on the Record Date may attend and vote in person at the Special Meeting.

If you hold your shares in “street name” and, therefore, are not a shareholder of record, you will need to follow the specific voting instruction card provided to you by your broker, bank or other similar instruction. If you wish to vote your shares in person at the Special Meeting, you must obtain a legal proxy from such broker, trust, bank or other nominee (which indicates that you were the beneficial owner of the shares on the Record Date, and that such broker, trust, bank or other nominee is giving you its proxy to vote the shares).

Please note, if you do not provide a copy of the legal proxy, you may still attend the Special Meeting by showing proof of ownership but you will be unable to vote your shares in person at the Special Meeting.

Even if you plan to attend the Special Meeting, you are encouraged to complete, sign, date and return the enclosed proxy card or vote electronically over the Internet or via telephone to ensure that your shares will be represented at the Special Meeting. If you attend the Special Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you hold your shares in “street name,” because you are not the shareholder of record, you may not vote your shares in person at the Special Meeting unless you follow the procedures set forth above.

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Georgeson. Brokers, banks and other nominees may call toll-free at 888-815-7692.

In accordance with the CBCA, there are no appraisal rights available to holders of shares of Company Common Stock in connection with the Merger.

At this time, we know of no other matters to be submitted at the Special Meeting.

The discussion of the Merger in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the entire Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Additional information about the Company may be found elsewhere in this Proxy Statement and in the Company’s other public filings. See attached entitled “Where You Can Find Additional Information” beginning on page 95 of this Proxy Statement.

The Company is a diversified company that conducts business in the aerospace and defense, medical and industrial markets with three business segments: Engineered Products, Precision Products and Structures.

The Engineered Products segment serves the aerospace and defense, industrial and medical markets providing sophisticated, proprietary aircraft bearings and components; super precision, miniature ball bearings; and proprietary spring energized seals, springs and contacts; and wheels, brakes and related hydraulic components for helicopters and fixed-wing and UAV aircraft.

The Precision Products segment serves the aerospace and defense markets providing precision safe and arming solutions for missile and bomb systems for the U.S. and allied militaries; subcontract helicopter work; restoration, modification and support of our SH-2G Super Seasprite maritime helicopters; support of our heavy lift K-MAX^® manned helicopter; and development of the KARGO UAV unmanned aerial system, a purpose built autonomous medium lift logistics vehicle.

The Structures segment serves the aerospace and defense and medical end markets providing sophisticated complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft, and medical imaging solutions.

Company Common Stock is currently listed on the NYSE under the symbol “KAMN.”

Parent is a privately held Delaware corporation and an affiliate of Arcline formed solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Parent has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the acquisition of the Company.

Merger Sub is a privately held Connecticut corporation and a direct wholly owned subsidiary of Parent formed solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Merger Sub has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with Parent’s acquisition of the Company. Upon the consummation of the Merger, Merger Sub will merge with and into the Company, and the separate corporate existence of Merger Sub will cease to exist.

If the Merger Agreement is adopted by Company shareholders and certain conditions to the consummation of the Merger are either satisfied or waived, Merger Sub will merge with and into the Company, with the Company surviving and continuing under the name “Kaman Corporation” as the Surviving Company. As a result of the Merger, the Company will become a wholly-owned subsidiary of Parent and Company Common Stock will no longer be publicly traded. In addition, Company Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, in each case, in accordance with applicable law, rules and regulations, and the Company will no longer file periodic reports with the SEC on account of Company Common Stock. If the Merger is consummated, you will not own any shares of common stock of the Surviving Company.

The Effective Time will occur upon the filing of the certificate of merger with the Secretary of the State of the State of Connecticut (or at such later time as the Company and Parent may agree and specify in the certificate of merger).

If the Merger Agreement is not adopted by the Company shareholders or if the Merger is not consummated for any other reason, the Company shareholders will not receive any payment for their shares of Company Common Stock. Instead, the Company will remain an independent public company, Company Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and the Company will continue to file periodic reports with the SEC on account of Company Common Stock. In addition, if the Merger is not consummated, the Company expects that the Company’s management will operate the business in a manner similar to that in which it is operated today.

Furthermore, if the Merger is not consummated, depending on the circumstances that would have caused the Merger not to be consummated, it is likely that the price of Company Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Company Common Stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock. If the Merger is not consummated, the Company Board will continue to evaluate and review the Company’s business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the Merger Agreement is not adopted by the Company shareholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to the Company will be offered or that the Company’s business, prospects or results of operation will not be adversely impacted.

In addition, under specific circumstances, the Company may be required to pay the Company Termination Fee, or may be entitled to receive the Reverse Termination Fee from Parent, upon termination of the Merger Agreement, as described in the sections entitled “Terms of the Merger Agreement – Termination Fees” beginning on page 83 of this Proxy Statement.

Upon the consummation of the Merger, each share of Company Common Stock, including each share of Company Restricted Stock, issued and outstanding immediately prior to the Effective Time (other than (i) shares held by Parent or Merger Sub, which shall be canceled for no consideration and (ii) shares held by direct or indirect wholly owned subsidiaries of the Company or Parent (other than Merger Sub), which shall be converted into a number of shares of common stock of the Surviving Company such that the ownership percentage of any such subsidiary in the Surviving Company immediately after the Effective Time shall be equal to such subsidiary’s ownership percentage in the Company immediately prior to the effective time) that are held by any Company shareholder will be converted into the right to receive the Merger Consideration.

The following chronology summarizes the key meetings and events that led to the execution of definitive documentation in connection with the transaction with investment funds affiliated with Arcline, including the Merger Agreement. The following chronology does not purport to catalogue every conversation among representatives of the Company, Arcline and other parties.

As part of its ongoing evaluation of the Company’s business, the Company Board, together with senior management, regularly reviews and assesses the Company’s strategic direction, financial performance and business plans with a view towards strengthening the Company’s business and identifying opportunities to increase shareholder value. Although the Board had confidence in Kaman’s leadership and business transformational strategy, as part of its annual review, the Company Board periodically considered whether the continued execution of the Company’s business strategy as a standalone company or through a business combination with a third party would provide the best avenue to enhance shareholder value. The Company, throughout this time, worked with its longstanding investment banking advisor, J.P. Morgan Securities LLC.

Arcline first expressed interest in pursuing a strategic transaction with the Company during an introductory videoconference meeting held on or about September 29, 2021, by and among Rajeev Amara, Arcline’s Chief Executive Officer, Alex Iannaccone, an Arcline Partner, Ian K. Walsh, Chairman, President and Chief Executive Officer of the Company, and James G. Coogan, then Senior Vice President and Chief Financial Officer of the Company. During the call, Messrs. Walsh and Coogan informed Arcline’s representatives that the Company was interested in exploring a potential acquisition of certain companies within Arcline’s portfolio. In response, Arcline’s representatives informed Messrs. Walsh and Coogan that Arcline was interested in exploring a potential acquisition of the Company. Arcline’s representatives stated that such a transaction would provide Arcline with a platform to consolidate Arcline’s aerospace and defense assets and provide the Company with access to additional capital to accelerate its current business strategy. Messrs. Walsh and Coogan informed Arcline’s representatives that the Company was committed to its current business plans and was not interested in pursuing such a transaction at that time. They further informed Arcline’s representatives that they would be interested in re-engaging in the event that Arcline had an interest in selling any of its aerospace and defense assets.

On January 7, 2022, Mr. Walsh, Mr. Amara, and Shyam Ravindran, Arcline’s President, held a telephonic conversation, during which Mr. Ravindran and Mr. Amara further informed Mr. Walsh that Arcline was interested in exploring a potential acquisition of the Company. In response, Mr. Walsh informed Mr. Ravindran and Mr. Amara that the Company was committed to its current business plans and was not interested in pursuing such a transaction at that time.

There were no further communications or interactions between Arcline and the Company with respect to a potential acquisition transaction until March 17, 2023, when Mr. Ravindran, sent an email to Mr. Walsh informing him that, between November 2021 and March 2022, Arcline had purchased shares of common stock of the Company, resulting in an ownership stake of approximately 4.9% of the Company’s outstanding shares. Mr. Ravindran stated that Arcline had acquired the stake because it believed in Mr. Walsh’s vision for the Company. He further stated that the Company’s business platform aligned closely with Arcline’s areas of focus. Mr. Ravindran stated that Arcline would like to schedule a meeting with the management of the Company to discuss its performance considering the recent decline observed in the share price and to better understand management’s plan to return the Company to growth and increased profitability.

On March 27, 2023, Messrs. Ravindran, Walsh and Coogan held a telephonic conversation, during which Mr. Ravindran inquired about the Company’s financial performance and results for fiscal year 2022, as well as the Company’s plans and expectations for fiscal year 2023. At the conclusion of the call, Mr. Ravindran requested a follow-up, on-site meeting at the Company’s Bloomfield, Connecticut campus. The follow-up meeting was subsequently scheduled for May 24, 2023.

On April 3, 2023, Mr. Coogan was contacted on an unsolicited basis by another private equity firm (“Party A”) that expressed interest in working with the Company to address the Company’s leverage, which Party A believed to be the most significant barrier to the Company’s equity appreciating in value. An initial call with Party A was held on April 27, 2023. During the course of the call, Party A expressed interest in purchasing a number of newly issued shares of common stock of the Company that would result in Party A owning up to 20% of the Company’s outstanding shares in exchange for a seat on the Company Board, with the proceeds of the financing to be used to reduce the Company’s indebtedness. Mr. Coogan thanked Party A for its proposal and agreed to discuss the matter internally and schedule a follow-up call after the release of the Company’s first quarter results on May 2, 2023.

On May 5, 2023, the Company Board held a special meeting, primarily to discuss the overture from Party A. The Company’s independent financial advisor, J.P. Morgan, and the Company’s outside legal counsel, Skadden, also attended the meeting. Management briefed the Company Board on the recent interactions with Party A. J.P. Morgan provided an overview of the current state of shareholder activism and provided background information on Party A.

Skadden reviewed with directors their fiduciary duties and provided a legal framework within which the Company Board could assess the overture. At the conclusion of the meeting, the Company Board authorized management to engage with Party A in order to gather additional information with respect to Party A’s overture.

On May 10, 2023, Mr. Coogan sent an email to Party A offering to schedule a follow-up call. Party A did not respond. Party A and the Company had no further interactions following Mr. Coogan’s email sent on May 10, 2023.

On May 24, 2023, Mr. Ravindran traveled to Bloomfield, Connecticut, to meet with Messrs. Walsh and Coogan. Carroll K. Lane, then Senior Vice President of the Company and President of its Engineered Products and Precision Products segments, also participated. At the meeting, Mr. Ravindran presented a brief overview of Arcline, including the background of its principals, the general structure of the organization and its investment strategy. Mr. Ravindran noted that, while it was somewhat unusual for Arcline to take a stake in a publicly traded company, Arcline felt comfortable making the investment in the Company because Arcline thought it had a very good understanding of several of the Company’s businesses, as Arcline had been involved as a potential interested party in the sale processes for certain of the Company’s recent acquisitions. During the course of the meeting, Mr. Ravindran noted that Arcline believed that public market investors did not appreciate the Company’s true intrinsic value and reiterated Arcline’s interest in pursuing a potential acquisition of the Company. Mr. Ravindran also noted that Arcline’s funding and support would enable the Company to reduce its leverage and accelerate its growth and profitability through the execution of its mergers and acquisitions strategy. Mr. Walsh communicated to Mr. Ravindran that he would brief the Company Board on his recent interactions with Mr. Ravindran and Arcline’s interest in pursuing a potential acquisition transaction, and that he would follow up with Mr. Ravindran after the Company Board meetings. However, Mr. Walsh also reiterated that the Company was committed to its current business plans.

On the evening of June 5, 2023, Mr. Ravindran sent an email to Messrs. Walsh, Coogan and Lane thanking them for their time on May 24 and requesting a follow-up videoconference meeting. Mr. Walsh responded that evening, noting that the Company’s regularly scheduled second quarter Company Board and Committee meetings were kicking off that evening and would continue for the next two days. Mr. Walsh reaffirmed that he would brief the Company Board on his recent interactions with Mr. Ravindran and Arcline’s interest in pursuing a potential acquisition transaction, and that he would follow up with Mr. Ravindran after the Company Board meetings.

On June 6 and 7, 2023, the Company Board held its regularly scheduled second quarter meetings, the main purpose of which centered around the presentation of strategic business reviews by the Company’s primary business units. During the course of the meetings, Mr. Walsh also briefed the Company Board on the recent communications with Arcline and Party A, noting, among other things, that the Company had not heard back from Party A since Mr. Coogan’s email on May 10, 2023 seeking to schedule a follow-up call. The Company Board took no formal actions with respect to Arcline or Party A at the meetings and asked management to keep it informed of any material developments.

On June 8, 2023, Mr. Ravindran sent another email to Mr. Walsh, seeking to schedule a follow-up call following the conclusion of the Company Board meetings.

On June 9, 2023, Mr. Walsh responded to Mr. Ravindran that he had informed the Company Board of Arcline’s desire to enter into an acquisition transaction with the Company, that the Company Board and management remain very confident in their strategy for the Company and that, if in the future Arcline would be interested in discussing the potential sale of one or more of its aerospace and defense assets, the Company would be interested in re-engaging with Arcline.

On June 12, 2023, Mr. Ravindran called Mr. Walsh and reiterated Arcline’s interest in an acquisition transaction with the Company and asked for confirmation that the Company Board’s current position was that it would not explore a potential transaction involving Arcline. Mr. Ravindran requested the opportunity to present Arcline’s proposal directly to the Company Board. Mr. Walsh reiterated that the Company was committed to its current business plans and was not interested in exploring such a transaction at that time. There were no additional interactions between the Company and Arcline before the regularly scheduled meetings of the Company Board held on August 8 and 9, 2023.

On the evening of August 7, 2023, Mr. Walsh was contacted on an unsolicited basis by another private equity firm (“Party B”) seeking to engage in discussions relating to a potential infusion of equity capital, the proceeds of which would be used to reduce the Company’s outstanding indebtedness. No response was provided until the regularly scheduled quarterly meetings of the Company Board held on August 8 and 9, 2023 were completed.

On August 8 and 9, 2023, the Company Board held its regularly scheduled third quarter meetings, a portion of which was devoted to a discussion of the recent communications with Arcline and Party B, as well as the previously discussed communications with Party A. The Company Board took no formal actions with respect to Arcline, Party A or Party B at the meetings and again asked management to keep it informed of any material developments.

On the evening of August 9, 2023, Mr. Coogan responded to Party B, and an initial call was scheduled for August 16, 2023.

On August 16, 2023, Messrs. Coogan and Lane met via videoconference meeting with two representatives of Party B who stated that Party B would be interested in purchasing a number of newly issued shares of common stock of the Company that would result in Party B owning up to 19.9% of the Company’s outstanding shares of common stock. No price for the Company’s shares was discussed. The representatives of Party B indicated that Company Board nomination rights would be a requirement in a prospective transaction. Messrs. Coogan and Lane thanked the representatives of Party B for their interest in the Company and agreed to discuss the matter internally.

On August 18, 2023, Arcline submitted its first non-binding written proposal to acquire the Company in an all-cash transaction offering a purchase price of $33.00 per share (the “August 18 Arcline Proposal”). The August 18 Arcline Proposal also included background on Arcline, Arcline’s perspectives on the Company, and Arcline’s current ownership stake in the Company. The August 18 Arcline Proposal stated that, given the substantial amount of diligence Arcline had already completed, Arcline was confident it could complete confirmatory due diligence and execute a definitive agreement within three weeks.

On August 19, 2023, Mr. Walsh informed Jennifer Pollino, the Company’s Lead Independent Director, and Scott Kuechle, Chair of the Company’s Audit Committee, of the receipt of the August 18 Arcline Proposal.

On August 22, 2023, Mr. Ravindran sent a follow-up email to Mr. Walsh, requesting confirmation of receipt of the August 18 Arcline Proposal, which Mr. Walsh provided on August 23, 2023.

On August 25, 2023, the Company announced Mr. Coogan’s decision to accept a CFO role with a new company and Mr. Lane’s appointment as interim CFO.

Also on August 25, 2023, Party B sent an email to Messrs. Walsh and Lane expressing surprise by the CFO transition and requesting a follow-up meeting to discuss its August 16 proposal. A follow-up meeting was subsequently scheduled for August 30, 2023.

On August 29, 2023, a special meeting of the Company Board was held to discuss the August 18 Arcline Proposal, the previously discussed communications with Party A, and the preliminary indication of interest relayed by Party B. J.P. Morgan reviewed the recent history of the interactions between the Company and each of the parties, as well as relevant background information with respect to each such party. Skadden again advised the directors on their fiduciary duties and provided a legal framework with which to assess the parties’ proposals and indications of interest, including the August 18 Arcline Proposal. J.P. Morgan outlined certain best practices to follow when considering unsolicited proposals, alternative scenarios that could evolve over time, and a suggested process to consider strategic alternatives.

On August 30, 2023, Mr. Lane conducted a follow-up videoconference with representatives of Party B. The discussion initially centered around the CFO transition announced on August 25, 2023 and quickly moved to a further discussion of Party B’s August 16, 2023 indication of interest, which Mr. Lane agreed to discuss with Party B in the future.

On September 5, 2023, Mr. Ravindran sent an email to Mr. Walsh requesting an update as to when Arcline should expect to receive a response to the August 18 Arcline Proposal. Mr. Walsh responded that he would get back in touch with Mr. Ravindran as soon as he had something to report.

On September 11 and September 18, 2023, the Company Board further discussed the August 18 Arcline Proposal. The meeting held on September 11, 2023 was devoted primarily to a review and discussion of the Company’s five-year plan that would form the basis of J.P. Morgan’s preliminary valuation analysis, and the meeting held on September 18, 2023 was devoted primarily to a discussion of J.P. Morgan’s preliminary valuation analysis and the consideration of the potential impact of various strategic alternatives, including, among others (i) the continued execution of the Company’s strategic plan as an independent public company (with and without the impact of a significant cost savings initiative then-under way at the Company); (ii) the potential sale of the Company (either to Arcline or another potential buyer); (iii) the generation of incremental equity capital in order to accelerate the

deleveraging of the Company and/or finance the further development of the Company’s KARGO UAV program; and (iv) the potential sale of one or more of the Company’s operating segments. Management and J.P. Morgan presented, and the Company Board considered, a preliminary valuation of the Company and the August 18 Arcline Proposal. Following a thorough review of the August 18 Arcline Proposal and the consideration of other strategic alternatives available to the Company, the Company Board unanimously determined at the September 18, 2023 meeting that the August 18 Arcline Proposal significantly undervalued the Company’s business prospects and did not provide a basis for further discussion.

On September 19, 2023, Mr. Walsh sent a letter via email to Mr. Ravindran on behalf of the Company Board informing him that the Company Board determined the August 18 Arcline Proposal significantly undervalued the Company and did not provide a basis for further discussion.

On September 28, 2023, Mr. Lane emailed Party B offering to further discuss Party B’s August 16, 2023 indication of interest following the Company’s third quarter earnings call to be held on November 2, 2023. Party B acknowledged the message but did not initiate any further discussion after its September 28, 2023 reply.

On the evening of October 6, 2023, Arcline submitted a revised non-binding written proposal to acquire the Company in an all-cash transaction offering an increased purchase price of $36.00 per share (the “October 6 Arcline Proposal”). The October 6 Arcline Proposal included certain limited additional diligence requests in order for Arcline to further refine its proposal. Mr. Walsh promptly informed the Company Board of the receipt of the October 6 Arcline Proposal through a series of individual phone calls on October 7, 8 and 9, 2023.

On October 26, 2023, the Company Board met to consider the October 6 Arcline Proposal. After a thorough review of the October 6 Arcline Proposal, the Company Board, with the assistance and advice of J.P. Morgan and Skadden, unanimously determined that the October 6 Arcline Proposal continued to significantly undervalue the Company’s business prospects and did not provide a basis for further discussion.

By letter via email dated November 6, 2023, Mr. Walsh informed Mr. Ravindran on behalf of the Company Board that the Company Board determined the October 6 Arcline Proposal continued to significantly undervalue the Company and did not provide a basis for further discussion.

On November 6, 2023, Mr. Ravindran subsequently requested a follow-up call with J.P. Morgan, which took place on November 10, 2023. During the call, Mr. Ravindran reiterated Arcline’s desire to acquire the Company. Representatives of J.P. Morgan restated the Company Board’s determination that the October 6 Arcline Proposal undervalued the Company but communicated to Mr. Ravindran that the Company was not categorically ruling out a potential acquisition transaction if the Company Board determined it appropriately valued the Company’s business prospects.

On November 14, 2023, the Company Board held its regularly scheduled fourth quarter meeting, a portion of which was devoted to a discussion of the recent communications with Arcline, including, among others, the recent telephone conversation between Arcline and J.P. Morgan. The Company Board took no formal actions with respect to the foregoing matters and asked management to keep it informed of any material developments.

On November 16, 2023, Mr. Ravindran had a follow-up call with representatives of J.P. Morgan. Mr. Ravindran informed representatives of J.P. Morgan that Arcline would be submitting a further revised non-binding written proposal to acquire the Company in an all-cash transaction with an offer price of $40.00 per share. Mr. Ravindran characterized the proposal as “highly compelling” and stated that it would be of great interest to the Company’s shareholders. Mr. Ravindran concluded by stating that Arcline had made considerable efforts to engage with the Company in good faith over an extended period and had materially improved its proposal on multiple occasions. In the event that the Company Board determined that the further revised proposal did not provide a sufficient basis for engagement, Mr. Ravindran stated that Arcline would explore other avenues available to it as a shareholder. Later that afternoon, Mr. Ravindran sent an email to Mr. Walsh transmitting the further revised non-binding written proposal, which was set forth in a letter to the Company Board dated November 16, 2023 with an offer price of $40.00 per share (the “November 16 Arcline Proposal”). The November 16 Arcline Proposal also restated Arcline’s prior limited diligence requests in order for Arcline to further refine its proposal.

On November 21, 2023, November 27, 2023 and November 30, 2023, the Company Board held videoconference meetings for the purpose of considering the November 16 Arcline Proposal. During the meetings, management and J.P. Morgan discussed the status of communications with Arcline, the terms of the November 16 Arcline Proposal, updates on business performance and risks and the preliminary valuation analysis of the Company. Over the course

of these meetings, J.P. Morgan also discussed the possibility of exploring a potential acquisition and/or business combination transaction with other parties in parallel, and presented a list of other potential parties that the Company Board could authorize J.P. Morgan to contact, and the information that would be presented to each such party. At the conclusion of the meeting held on November 30, 2023, the Company Board unanimously determined that, in light of the value reflected in the November 16 Arcline Proposal, it would be appropriate to engage with Arcline. The Company Board also authorized J.P. Morgan to commence a transaction process designed to solicit competing offers from other potential counterparties, which included actively contacting potentially interested parties, including financial sponsors as well as potential strategic counterparties, and, subject to entering into confidentiality agreements, sharing certain materials and information regarding the Company with any such interested counterparties.

Shortly after the conclusion of the meeting on November 30, 2023, J.P. Morgan held a telephonic conversation with Arcline, conveying that the Company Board was interested in engaging further with Arcline and that the Company would like to enter into a confidentiality agreement in order for Arcline to perform due diligence on the Company. Immediately following the telephonic conversation, J.P. Morgan provided to Arcline the Company’s draft confidentiality agreement pertaining to a proposed transaction in order to facilitate Arcline’s diligence.

On December 1, 2023, J.P. Morgan began reaching out to other potential counterparties, as authorized and instructed by the Company Board.

Between December 2, 2023 and December 4, 2023, representatives of Arcline’s outside legal counsel, Latham & Watkins LLP (“Latham”), and Skadden exchanged drafts of the Company’s confidentiality agreement until the draft was finalized and executed on December 4, 2023.

On December 5, 2023, the Company Board held a videoconference meeting, during which management provided an update on the process, including with respect to recent interactions with Arcline.

Between December 2023 and January 2024, upon the Company’s request and as authorized by the Company Board, J.P. Morgan reached out to additional third parties that the Company Board believed, based on the advice of J.P. Morgan, to be the most willing and able to pay the highest price for the Company. Thirteen potential counterparties, including six private equity firms and seven strategic parties, were contacted in an effort to obtain the best value reasonably available to the shareholders of the Company. Twelve potential counterparties, including Arcline, entered into confidentiality agreements with the Company, eleven in December 2023 and one in January 2024. Each such confidentiality agreement contained customary standstill provisions (which did not prohibit the applicable potential counterparties from privately requesting waivers of such provisions and which terminated upon the entry into the Merger Agreement).

On December 8, 2023, representatives of Arcline and Latham were granted access to an electronic data room for purposes of reviewing due diligence information regarding the Company.

Following entry into the respective confidentiality agreements during the month of December 2023, seven other potential counterparties were granted access to the Company’s electronic data room (with four potential counterparties electing not to proceed).

Between December 12, 2024 and December 20, 2024, the Company gave management presentations to Arcline (on December 12, 2024) and eight other potential counterparties. Each management presentation was approximately three hours in duration and included reviews of the Company’s business model, operations, strategy and five-year financial projections. Messrs. Walsh and Lane presented at each management presentation and were accompanied by other Company personnel and representatives of J.P. Morgan.

On December 17, 2024, at the Company’s direction, J.P. Morgan circulated a form clean team agreement to certain potential strategic counterparties who had executed confidentiality agreements, two of whom entered into such clean team agreements. Potential strategic counterparties who did not enter into clean team agreements with the Company were not granted access to any competitively-sensitive confidential information of the Company.

From December 9, 2023 through January 18, 2024, the date of execution of the Merger Agreement, various representatives of each of the Company and Skadden provided the necessary documents for representatives of the potential counterparties who entered into confidentiality agreements with the Company, including Arcline, to conduct due diligence of the Company through document review, written requests and responses among the parties and several telephonic conferences with representatives of the Company, covering various areas, including, but not

limited to, commercial operations, financial results, intellectual property, information technology and data security, employment matters, litigation, legal compliance and general corporate matters of the various business segments of the Company. The potential counterparties also were presented with the opportunity to conduct site visits at select facilities of the Company as part of the diligence process over the same time period.

On December 20, 2023, at the Company’s direction, J.P. Morgan provided to each of the potential counterparties who had executed confidentiality agreements with the Company, other than Arcline, a process letter which invited such potential counterparties to submit indications of interest no later than January 10, 2024.

On January 1, 2024, the Company received an unsolicited preliminary indication of interest from Party C, a potential strategic buyer who was not one of the thirteen potential counterparties contacted by the Company between December 2023 and January 2024, which did not indicate a proposed purchase price.

On January 3, 2024 the Company executed a confidentiality agreement with Party C.

On January 5, 2024, Arcline submitted a responsive non-binding written proposal to the Company, reaffirming its prior offer to acquire the Company in an all-cash transaction at a purchase price of $40.00 per share (the “January 5 Arcline Proposal”). The January 5 Arcline Proposal included a proposed draft merger agreement and indicated that Arcline had substantially completed its due diligence, secured financing and received full approval from its investment committee.

On January 6, 2024, representatives of J.P. Morgan held a follow-up call with Mr. Ravindran to discuss the January 5 Arcline Proposal and an overview of Arcline’s due diligence progress to date.

On January 7, 2024, representatives of J.P. Morgan held a follow-up call with Mr. Ravindran to discuss further the January 5 Arcline Proposal and to inform him that the Company Board required additional time to make its determination with respect to the January 5 Arcline Proposal. On the same day, representatives of J.P. Morgan and representatives of Arcline’s financial advisors also discussed the January 5 Arcline Proposal.

Between January 7, 2024 and January 8, 2024, Mr. Ravindran and Mr. Walsh exchanged several emails with respect to the January 5 Arcline Proposal and the Company’s expected process and timeline for reviewing and responding to the January 5 Arcline Proposal.

During the week of January 8, 2024, the Company received written indications of interest from four additional potential counterparties, including both private equity and strategic potential counterparties, with offers ranging from $28.00 to $38.00 per share, in cash or stock consideration. The indications of interest included the following offers:

On January 11, 2024, the Company Board held a videoconference meeting, during which management provided an update on business performance and risks and J.P. Morgan provided an updated preliminary valuation analysis of the Company in connection with the potential transaction. The Company Board also considered the indications of interest received from Arcline and the four remaining potential counterparties. J.P. Morgan reviewed with the Company Board the indications of interest, noting the financial terms of each indication of interest, the implied enterprise value resulting therefrom, the implied EBITDA multiple of each indication of interest based on the Company’s estimated performance for fiscal year 2023, the stated multiple calculation as set forth in each indication of interest and the status of each potential counterparty’s due diligence investigation and estimated time to a potential signing of definitive transaction documents. Skadden reviewed the terms of Arcline’s proposed draft of the Merger

Agreement and was instructed by the Company Board to instead ask Arcline and all other potential buyers to use a form prepared by Skadden. At the conclusion of the discussion, the Company Board directed J.P. Morgan and management to continue engagement with Arcline, Party D, Party F and Party G. The Company Board also instructed representatives of J.P. Morgan to encourage the potential counterparties to submit improved proposals that would provide a basis for sharing and negotiating the terms of the Company’s proposed draft of the Merger Agreement.

Following the Company Board meeting on January 11, 2024, at the Company’s direction, J.P. Morgan communicated with each of the parties that had submitted indications of interest, indicating that the Company believed the party’s proposed value for the Company’s business did not provide a compelling basis for ongoing discussions between the parties. J.P. Morgan subsequently held additional discussions with potential buyers and, at the Company’s direction, encouraged the submission of revised proposals.

On January 12, 2024, representatives of J.P. Morgan held a telephonic conversation with Mr. Ravindran to discuss the January 5 Arcline Proposal. Representatives of J.P. Morgan disclosed to Arcline that the Company Board had commenced a transaction process designed to solicit competing offers from other potential counterparties, and that—while the Company had received written indications of interest from such persons—the Company Board had determined that neither the January 5 Arcline Proposal nor the offers received from such other potential counterparties appropriately valued the Company’s business prospects. Representatives of J.P. Morgan further stated that the Company Board encouraged the submission of an improved proposal from Arcline that would provide a basis for sharing and negotiating the terms of the Company’s proposed draft of the Merger Agreement. The representatives of J.P. Morgan indicated that in light of the multiple competing proposals, including from parties that could execute definitive transaction agreements expeditiously, Arcline and the other bidding parties were each being told of the risk to losing out to another potential counterparty if it did not distinguish its offer via a substantial increase in price, favorable positions on other terms and conditions and speed of execution. The representatives of J.P. Morgan reiterated that, in particular, relevant and reasonable valuation methodologies based on the projections provided to bidders would support prices in excess of $46.00 per share at the midpoint and that recognizing this value would likely help any bidder distinguish itself from others, although there could be no assurance that the Company Board would find a proposal at such a price acceptable, particularly if other bidders made similar price overtures.

On January 13, 2024, Arcline submitted a revised non-binding written proposal, offering to acquire the Company in an all-cash transaction at an improved purchase price of $42.50 per share, expiring at 5:00 p.m. Eastern Time on January 14, 2024 (the “January 13 Arcline Proposal”).

On January 14, 2024, Party F relayed an improved offer to acquire the Company in an all-cash transaction at an improved purchase price of $40.50 per share, and indicated that it expected definitive documentation execution to occur within one week.

On January 14, 2024, Party D also indicated a continued interest in the transaction but did not submit a revised proposal at such time.

Later on January 14, 2024, the Company Board held a videoconference meeting, during which representatives of Skadden and Wiggin and Dana LLP (“Wiggin”), the Company’s outside Connecticut legal counsel, reviewed with the directors their fiduciary duties under applicable law. Representatives of J.P. Morgan then provided to the Company Board an update on the Company’s sale process, including a summary of the recent interactions with each of the potential counterparties and the current status of each of their offers, including, among others, (1) the January 13 Arcline Proposal, (2) the fact that, while Party F and Party D had orally expressed a continued interest in a potential transaction with the Company and Party F had orally relayed improved financial terms, neither had submitted a revised written proposal and (3) that no potential counterparty other than Arcline had completed its due diligence of the Company. During the meeting, the Company Board discussed and considered several factors, including the valuation implied by the proposals received to date, the level of interest expressed by and due diligence efforts made by each potential counterparty, and the time that would be required to execute definitive documentation with each such potential counterparty and the related execution certainty implied by each indication of interest. Representatives of Skadden then provided an overview of the proposed initial draft of the Merger Agreement to be provided to potential counterparties. Following the presentations by Skadden, J.P. Morgan and the Company’s management and discussions among the directors, the Company Board determined to authorize the Company’s management and advisors to continue to negotiate with all interested potential counterparties and to provide an initial draft of the Merger Agreement to Arcline, Party D and Party F.

Later on January 14, 2024, representatives of Skadden shared an initial draft of the Merger Agreement with representatives of Latham and representatives of the legal counsel of Party F. Contemporaneous therewith, representatives of J.P. Morgan held a telephonic conversation with representatives of Arcline’s exclusive financial advisor in connection with the potential acquisition transaction, Morgan Stanley & Co. LLC (“Morgan Stanley”), and communicated that, based on the Company Board’s authorization, an initial draft of the Merger Agreement had been provided to Arcline and one other potential counterparty.

Also on January 14, 2024, Party D had indicated that they did not want to work on the draft Merger Agreement until after internal discussions regarding the feedback received from J.P. Morgan on the value guidance.

On January 15, 2024, representatives of Latham provided to representatives of Skadden a revised draft of the Merger Agreement, containing, among other things, (i) a change in the closing conditions related to the materiality standard of the capitalization of the Company and the addition of a closing condition with respect to the absence of a Company Material Adverse Effect (see the section entitled “Terms of the Merger Agreement - Conditions to the Closing of the Merger ” beginning on page 80 of this Proxy Statement) between signing of the Merger Agreement and consummation of the Merger, (ii) a marketing period construct in connection with the transaction financing, which would require a minimum of 15 business days to lapse following receipt by Arcline of certain information required to be delivered by the Company in connection with the marketing efforts by Arcline of its debt financing before closing of the Merger could occur, and other related changes to the financing cooperation covenants, (iii) certain additional changes related to the Company directors’ ability to engage with third parties in connection with the Company’s receipt of a superior proposal prior to the consummation of the transactions contemplated by the Merger Agreement, (iv) an increase of the proposed termination fee payable by the Company from 2.5% of transaction value to 4% of transaction value, (v) certain increased limitations on the activities of the Company during the interim period between signing of the Merger Agreement and Closing and (vi) certain expanded Company representations and warranties.

Also on January 15, 2024, representatives of Latham provided to representatives of Skadden initial drafts of the Equity Commitment Letter and Limited Guarantee in connection with the financing of the transactions contemplated by the Merger Agreement. Between January 15 and January 18, 2024, Skadden and the Company, on one hand, and Arcline and Latham, on the other hand, made certain revisions and exchanged drafts of the Equity Commitment Letter and Limited Guarantee until they were finalized on January 18, 2024.

Also on January 15, 2024, Party G submitted a revised written proposal offering to acquire the Company in an all-stock transaction at an improved purchase price of $40.00 per share, and proposing a timeline to execution of definitive documentation of approximately three weeks. The proposal included Party G’s assertion that expected cost synergies in the transactions would increase the value of its shares by $2.50 per share, and accordingly, in its view, the implied value of its proposal including those anticipated synergies was $42.50.

Late in the evening on January 15, 2024, Skadden shared with Latham an initial draft of the Company disclosure schedules. Between January 15 and January 18, 2024, Skadden and Latham continued to exchange revised drafts of the Company disclosure schedules until such schedules were in agreed form at the time of signing of the Merger Agreement.

On January 16, 2024, a majority of the members of the Company Board met for an informational meeting whereby representatives of the Company informed directors of the key terms of the revised draft of the Merger Agreement received on January 15.

On January 16, 2024, representatives of Skadden provided to representatives of Latham a revised draft of the Merger Agreement, containing, among other things, (i) certain limitations on the Arcline closing conditions, (ii) a replacement of the “marketing period” construct in connection with the transaction financing with an “inside date” construct whereby the Closing would not occur prior to a certain date without Arcline’s consent and certain other changes aimed at narrowing the obligations of the Company with respect to financing cooperation during the interim period, (iii) certain Company-favorable changes to the no-shop provisions, (iv) a decrease of the proposed termination fee payable by the Company from 4% of transaction value to 3% of transaction value, (v) additional flexibility for the Company’s activities during the interim period between signing of the Merger Agreement and Closing and (vi) certain limitations to the Company’s representations and warranties.

Also on January 16, 2024, representatives of J.P. Morgan held a follow-up call with Mr. Ravindran, during which Mr. Ravindran orally relayed—based on certain refined diligence assumptions and the earlier feedback from representatives of J.P. Morgan regarding the Company Board’s encouragement to submit a revised proposal—an improved offer to acquire the Company in an all-cash transaction at a purchase price of $46.00 per share.

In the early morning of January 17, 2024, Mr. Ravindran provided to Mr. Walsh a further revised non-binding written proposal, offering to acquire the Company in an all-cash transaction at a purchase price of $46.00 per share, and purporting to expire upon a failure to execute definitive documentation on January 17, 2024 and announce the transaction before the start of trading on January 18, 2024 (the “January 17 Arcline Proposal”). No other potential counterparties made additional proposals following January 17, 2023.

The January 17 Arcline Proposal was accompanied by a further revised draft of the Merger Agreement, which, among other things, (i) reinstated the closing conditions for the benefit of Arcline that were included in the markup of the draft Merger Agreement provided on January 15, 2023 but with a concession in favor of the Company as to the Closing bring-down standard applicable to the Company’s representation with respect to its capitalization, (ii) reflected an increase of the proposed Company termination fee from 3% of transaction value to $46,180,000 (equivalent to approximately 3.5% of transaction value on a fully-diluted basis) coupled with a decrease of the proposed Arcline termination fee from 8% of transaction value to $92,350,000 (equivalent to approximately 7% of transaction value on a fully-diluted basis) in line with Arcline’s position that it was willing to accept a termination fee payable by Arcline equal to two times the termination fee payable by the Company and (iii) certain additional restrictions on the Company’s activities during the period between signing of the Merger Agreement and Closing.

On January 17, 2024, the Company Board held a videoconference meeting, during which representatives of J.P. Morgan provided an overview of the latest proposals received from Arcline and Party G, including, among other things, the financial aspects of such proposals, the substantial document negotiation progress made by Arcline and the completion of due diligence by Arcline as compared to the additional three weeks required by Party G. Representatives of Skadden then provided a summary of the remaining open issues reflected in Arcline’s latest revised draft of the Merger Agreement, noting that such revisions reflected a constructive approach. Following such presentation and discussion among the directors, management, Skadden and J.P. Morgan, the Company Board determined to authorize and instruct management and the Company’s advisors to continue to progress documentation with Arcline expeditiously.

Following the Company Board meeting on January 17, 2024, representatives of Skadden provided to representatives of Latham a revised draft of the Merger Agreement, containing, among other things, (i) a change in the closing conditions related to the materiality standard of the capitalization of the Company in response to the changes provided in the markup of the draft Merger Agreement on January 17, 2024, (ii) a decrease of the Company termination fee from $46,180,000 to $42,800,000, (iii) an increase of the Arcline termination fee from $92,350,000 to $105,360,000 and (iv) increased flexibility with respect to the Company’s ability to incur capital expenditures prior to Closing, and proposed that representatives of Skadden and Latham discuss and work on finalizing any remaining open items related to the Merger Agreement and other definitive documentation.

Also on January 17, 2024, representatives of Latham provided to representatives of Skadden a draft of the Debt Commitment Letter and Debt Fee Letter to be entered into in connection with the Debt Financing, which the parties thereto finalized on January 18, 2024.

Later on the evening of January 17, 2024, representatives of Skadden and representatives of Latham met via a videoconference meeting and discussed the latest draft of the Merger Agreement provided to Latham by Skadden as well as other aspects of the potential transaction, including, among other things, the anticipated timeline for finalizing and executing transaction documentation.

Also on January 17, 2024, Mr. Ravindran had a follow-up call with the Company’s representatives at J.P. Morgan and representatives of J.P. Morgan orally relayed that the Company Board had instructed the Company’s management and advisors to seek to finalize definitive transaction documents with Arcline on the basis of the January 17 Arcline Proposal.

On January 18, 2024, representatives of Latham delivered to representatives of Skadden a revised draft of the Merger Agreement, which, among other things, (1) reverted to Arcline’s prior proposal with respect to the Company

($46,180,000) and Arcline ($92,350,000) termination fees, reflecting Arcline’s consistent position that it would be willing to accept a termination fee payable by Arcline equal to two times the termination fee payable by the Company and (2) limited the Company’s ability to incur certain capital expenditures between the signing of the Merger Agreement and the Closing.

During the course of the day on January 18, 2024, representatives of Skadden and Latham continued to discuss and negotiate outstanding legal points on the Merger Agreement and other transaction documentation, exchange drafts of such documents and resolved all open issues in the transaction documents.

On the afternoon of January 18, 2024, the Company Board held a videoconference meeting. During the meeting, members of management reviewed with the Company Board the business and economic terms of the transaction, and J.P. Morgan rendered its oral opinion to the Company Board (which J.P. Morgan subsequently confirmed in writing) that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the consideration to be paid to the holders of Company Common Stock in the proposed Merger was fair, from a financial point of view, to such holders. Representatives of Skadden reviewed with the Company Board the material provisions of, progress made with respect to any remaining open items to be resolved in the transaction documentation, including, among others, the size of the termination fees. Representatives of Skadden and Wiggin then also presented to the Company Board on the directors’ fiduciary duties under applicable law, and representatives of Skadden outlined for the Company Board the proposed resolutions to be approved by the Company Board in connection with entering into the Merger Agreement and related transactions. At the meeting, the Company Board discussed the reasons to approve the transactions and subsequently unanimously (1) declared that the Merger Agreement, the Merger and the related transaction documentation and other transactions contemplated thereby were advisable and in the best interests of the Company and its shareholders, (2) approved the form, terms and provisions of, and the transactions contemplated by, the Merger Agreement, including the Merger, and the related transaction documentation and other transactions contemplated thereby, (3) authorized the Company to enter into the Merger Agreement and the other transaction documents and perform each of its obligations thereunder, including the Merger, (4) directed that the adoption of the Merger Agreement be submitted to a vote of the Company’s shareholders and (5) resolved to recommend adoption of the Merger Agreement by the Company’s shareholders.

Following the meeting of the Company Board, the parties finalized, executed and delivered the Merger Agreement and the related transaction documentation.

On the morning of January 19, 2024, prior to the commencement of trading of the shares of Company Common Stock on the NYSE, the parties issued a press release announcing the entry into a definitive agreement for the acquisition of the Company by Arcline.

On January 18, 2024, the Company Board, after considering various factors, including those described herein, and after consultation with the Company’s independent financial advisor and legal counsel for the Company, (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement, (ii) declared it advisable and approved and adopted the Merger Agreement, approved the execution and delivery of the Merger Agreement by the Company and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and conditions set forth therein and (iii) resolved to recommend that the Company shareholders vote in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement.

In making its determination, the Company Board reviewed and discussed information with respect to the Company’s financial condition, results of operations, businesses, competitive position and business strategy, on a historical and prospective basis, as well as current industry, economic and market conditions and trends, and discussed with independent financial advisor and legal counsel for the Company. The following are the material factors that supported the Company Board’s determination and recommendation (not necessarily in order of relative importance):

In the course of its deliberations, the Company Board considered and balanced against the potentially positive factors a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including, but not limited to, the following (not necessarily in order of relative importance):

After taking into account all of the factors set forth above, as well as others, the Company Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to Company shareholders.

The foregoing discussion of factors considered by the Company Board is not intended to be exhaustive but summarizes the material factors considered by the Company Board. In light of the variety of factors considered in connection with their evaluation of the Merger Agreement and the Merger, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Company Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Company Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their ultimate determinations. The Company Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement. The Company Board based their recommendations on the totality of the information presented, including thorough discussions with, and questioning of, the Company’s senior management and the Company Board’s independent financial advisor and outside legal counsel. It should be noted that this explanation of the reasoning of the Company Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Forward-Looking Statements” beginning on page 24.

Pursuant to an engagement letter, the Company retained J.P. Morgan as its independent financial advisor in connection with the proposed Merger.

At the meeting of the Company Board on January 18, 2024, J.P. Morgan rendered to the Company Board its oral opinion to the Company Board, which was subsequently confirmed by delivery of a written opinion, dated January 19, 2024, that as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, and matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the Merger Consideration to be paid to the holders of Company Common Stock in the proposed Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan, dated January 19, 2024, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex B to this Proxy Statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this Proxy Statement is qualified in its entirety by reference to the full text of such opinion. The Company’s shareholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the Company Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was limited to the fairness, from a financial point of view, of the consideration to be paid to the holders of Company Common Stock in the proposed Merger and did not express any opinion as to the fairness of any consideration paid in connection with the proposed Merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness opinion committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this Proxy Statement is qualified in its entirety by reference to the full text of such opinion, which is attached as Annex B to this Proxy Statement. The opinion does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote with respect to the proposed Merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the proposed Merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness, and, pursuant to J.P. Morgan’s engagement letter with the Company, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by the Company’s management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the proposed Merger and the other transactions contemplated by the Merger Agreement will be consummated as described in the Merger Agreement. J.P. Morgan also assumed that the representations and warranties made by the Company and Parent in the Merger Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed Merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the proposed Merger.

The projections furnished to J.P. Morgan were prepared by the Company’s management as discussed more fully in the section entitled “Projections Prepared by the Company’s Management” beginning on page 50 of this Proxy Statement. The Company does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed Merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the Company’s management, including, without limitation, factors related to general economic and competitive conditions, prevailing interest rates, and other factors as set forth in the section entitled “Cautionary Statement On Forward-Looking Statements” beginning on page 24 of this Proxy Statement. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section entitled “Projections Prepared by the Company’s Management” beginning on page 50 of this Proxy Statement.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the consideration to be paid to the holders of Company Common Stock in the proposed Merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration paid in connection with the proposed Merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the proposed Merger, or any class of such persons relative to the consideration to be paid to the holders of Company Common Stock in the proposed Merger or with respect to the fairness of any such compensation.

The terms of the Merger Agreement, including the consideration to be paid to the holders of Company Common Stock, were determined through arm’s length negotiations between the Company and Parent, and the decision to enter into the Merger Agreement was solely that of the Company Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Company Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Company Board or the Company’s management with respect to the proposed Merger or the consideration, including the consideration to be paid to the holders of Company Common Stock.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its oral opinion to the Company Board on January 18, 2024, which was subsequently confirmed by delivery of a written opinion, dated January 19, 2024, and in the financial analyses presented to the Company Board on January 18, 2024 in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Company Board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.