M&A - CANTALOUPE, INC.

Form Type: 8-K

Filing Date: 2025-06-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925059703

Filing Summary: On June 15, 2025, Cantaloupe, Inc. entered into an Agreement and Plan of Merger with 365 Retail Markets, LLC and its subsidiaries. The Merger will result in Cantaloupe becoming a wholly-owned subsidiary of 365 Retail Markets. At the Effective Time of the Merger, Cantaloupe's shareholders will receive $11.20 in cash per share of common stock. Various compensation mechanisms apply to outstanding equity awards, resulting in cash payments upon cancellation following the Merger. The Cantaloupe Board of Directors unanimously approved the Merger Agreement and recommends shareholder adoption. A special meeting for shareholders will be scheduled to vote on this proposal. Completion of the Merger will lead to the delisting of Cantaloupe's common stock from NASDAQ. The Agreement includes various conditions, including shareholder approval, and stipulates that the parties must take reasonable actions to satisfy regulatory requirements. Termination provisions and associated fees are outlined should the Merger Agreement be terminated under specified circumstances. A joint press release was issued on June 16, 2025, announcing the Merger Agreement.

Form Type: DEFA14A

Filing Date: 2025-06-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925059759

Filing Summary: On June 15, 2025, Cantaloupe, Inc. entered into a Merger Agreement with 365 Retail Markets, LLC and its subsidiaries. The agreement outlines the terms under which Cantaloupe will merge into a subsidiary of 365, with Cantaloupe becoming a wholly-owned subsidiary of 365. Each share of Cantaloupe's common stock will be converted to $11.20 in cash, provided certain treasury shares and rollover shares are excluded. The agreement also includes provisions for the handling of stock options and awards, which will become fully vested prior to the merger's effective time. The Board of Directors has unanimously approved the merger, and a shareholder vote will be required to finalize it. The process involves customary regulatory approvals, and shareholders representing approximately 14% of the company stock have agreed to support the transaction. If successful, Cantaloupe's stock will be delisted from NASDAQ. A termination fee of $31.5 million is specified in cases of adverse changes or if alternative offers are accepted that lead to the termination of the agreement. A joint press release was issued on June 16, 2025, announcing the execution of the merger agreement and the anticipated procedures for shareholder meetings and filings with the SEC.

Form Type: DEFA14A

Filing Date: 2025-06-16

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925059925

Filing Summary: On June 16, 2025, Cantaloupe, Inc. announced the completion of an agreement to be acquired by 365 Retail Markets, LLC. The CEO, Ravi Venkatesan, communicated this milestone via email to customers, emphasizing that this acquisition would enhance service and innovation for their clients. The transaction is expected to close in the second half of 2025, subject to necessary approvals. Customers are assured that business operations will continue uninterrupted and that the partnership will lead to improved services, including better integrations and software solutions. The announcement includes cautionary statements regarding forward-looking aspects of the merger, highlighting risks and uncertainties such as regulatory approvals and potential competing offers. The company plans to file a proxy statement with the SEC to provide further details concerning the transaction.

Form Type: DEFA14A

Filing Date: 2025-06-16

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925059928

Filing Summary: Cantaloupe, Inc. has entered into a definitive agreement to be acquired by 365 Retail Markets, LLC, forming a strategic partnership aimed at enhancing self-service commerce industries. This acquisition is expected to expand geographical reach and broaden service offerings to more than 1.3 million locations worldwide. The transaction is subject to regulatory and shareholder approvals and is anticipated to close in the second half of 2025. The message emphasized the importance of Cantaloupe's culture, innovation, and customer commitment while reassuring employees about the continuity and future prospects following the acquisition.

Form Type: DEFA14A

Filing Date: 2025-06-16

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925059932

Filing Summary: Cantaloupe, Inc. has announced that it has entered into a definitive agreement to be acquired by 365 Retail Markets, LLC. The acquisition represents a significant transformation for Cantaloupe, with the aim of creating an end-to-end solution in self-service commerce. The merger is expected to enhance value for customers, accelerate innovation, and extend the company's reach across multiple industries, with anticipated completion in the second half of 2025, pending regulatory and shareholder approvals. The CEO, Ravi Venkatesan, emphasized the importance of this partnership, stating that it brings complementary strengths and aligns both companies' strategic visions.

Form Type: DEFA14A

Filing Date: 2025-06-16

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925059935

Filing Summary: On June 16, 2025, Cantaloupe, Inc. announced its agreement to be acquired by 365 Retail Markets, LLC, creating a strategic partnership intended to enhance their offerings. The merger aims to combine Cantaloupe's capabilities in payments, telemetry, and specialized software with 365's expertise in micro markets and dining solutions. This acquisition is expected to deliver a comprehensive unattended retail platform, improving service for foodservice operators and non-foodservice customers. The transaction is anticipated to close in the second half of 2025, subject to regulatory approvals. Key synergies from the merger are projected to foster business growth and cost savings for clients. The communication also emphasized a continued commitment to existing partners and provided assurance of ongoing collaboration throughout the merger process. Investors and security holders are encouraged to stay updated through forthcoming proxy statement filings with the SEC regarding the transaction details.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-16

Corporate Action: Merger

Type: Update

Accession Number: 000114036125022693

Filing Summary: This Amendment No. 14 to Schedule 13D amends information regarding Cantaloupe, Inc.'s common stock held by Hudson Executive Capital LP, HEC Management GP LLC, and Douglas L. Braunstein. As of May 2, 2025, Hudson Executive beneficially owns 9,319,372 shares (12.76%), Management GP owns the same, and Braunstein owns 9,339,584 shares (12.78%). The document details a Merger Agreement dated June 15, 2025 between Cantaloupe, Inc. and 365 Retail Markets, LLC, along with its subsidiaries. Under this agreement, a subsidiary will merge with Cantaloupe, with Cantaloupe becoming an indirect subsidiary of 365 Retail Markets. A Voting and Support Agreement was concurrently executed with the Merger Agreement whereby certain shareholders agreed to vote in favor of the merger. The Voting Agreement has specific conditions under which it may terminate, including changes to the Merger Agreement without the Reporting Persons' consent.