Integer (ITGR) Proxy filing summary

Executive summary

• Entered into a definitive agreement for acquisition by affiliates of KKR for $127 per share, valuing the company at approximately $5.7 billion, representing a 51.8% premium to the pre-review share price.

• The transaction follows a comprehensive, board-led strategic review and is expected to close by year-end, pending customary closing conditions and shareholder approval.

• Upon completion, the company will become privately held and its common stock will be delisted from the NYSE.

• KKR plans to invest in capacity, technology, innovation, and talent, and will implement a broad-based employee ownership program.

• The company has withdrawn its financial outlook and canceled its upcoming earnings call due to the pending transaction.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the merger agreement and related matters at a special meeting, with the board unanimously recommending approval.

• Proxy materials will be filed with the SEC and distributed to shareholders for voting.

Board of directors and corporate governance

• The board, in consultation with advisors, determined the KKR transaction maximizes shareholder value and is the best path forward.

• Information on directors, executive officers, and their interests will be included in the proxy statement and referenced SEC filings.