Accelerant (ARX) Proxy filing summary

Executive summary

• A definitive merger agreement was signed for a take-private transaction, with the company to become a wholly owned subsidiary of an affiliate of Thoma Bravo Discover Fund V, L.P., at $20.25 per share in cash, plus a potential ticking fee for delays.

• The board, following a special committee's unanimous recommendation, approved the merger as fair and in the best interests of shareholders, and recommended shareholder approval.

• If completed, the company's shares will be delisted from the NYSE and deregistered under the Exchange Act.

• The merger is subject to customary closing conditions, including regulatory approvals and shareholder consent.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting; approval requires at least two-thirds of votes cast.

• A voting and support agreement binds ACP Insurance Management, LLC and ACP Accelerant Holdings, L.P., holding about 82% of voting rights, to vote in favor of the merger.

• Shareholders are restricted from transferring shares prior to the merger without consent, except under limited conditions.

Board of directors and corporate governance

• The board established a special committee of independent directors to evaluate the transaction and alternatives.

• At closing, directors of the merger sub will become directors of the surviving company.

• Officers of the company will remain in place unless otherwise determined by the parent.