KAMN Kaman Corporation

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.

These companies selected were chosen by J.P. Morgan because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, were considered similar to the Company. However, certain of these companies may have characteristics that are materially different from those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect the Company.

Using publicly available information, J.P. Morgan calculated, for each selected company, the multiple of the firm value (the “FV”) (calculated as equity value, plus or minus, as applicable, net debt or net cash) to the analyst consensus estimates of calendar year 2024 adjusted EBITDA for the applicable company (the “FV/2024E Adj. EBITDA Multiple”).

Based on the results of this analysis, J.P. Morgan selected a FV/2024E Adj. EBITDA Multiple reference range for the Company of 8.0x to 11.0x. J.P. Morgan then applied such reference range to the Company’s projected adjusted

EBITDA for calendar year 2024 as set forth in the forecasts. The analysis indicated a range of implied per share equity value for Company Common Stock (rounded to the nearest $0.05) of approximately $20.60 to $35.15, which J.P. Morgan compared to (i) the closing price of Company Common Stock of $22.08 per share on January 17, 2024, the last trading day prior to the delivery of J.P. Morgan’s oral opinion to the Company Board on January 18, 2024, and (ii) the Merger Consideration of $46.00 per share of Company Common Stock.

None of the selected transactions reviewed was identical to the proposed Merger. However, the selected transactions were chosen by J.P. Morgan because J.P. Morgan judged certain aspects of the transactions, for purposes of J.P. Morgan’s analysis, to be similar to the proposed Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the proposed Merger.

Using publicly available information, J.P. Morgan calculated, for each selected transaction, the multiple of the target company’s total value implied in the relevant transaction to the target company’s estimated adjusted EBITDA for the twelve months immediately preceding the announcement of the applicable transaction (the “TV/LTM Adj. EBITDA Multiple”).

Based on the results of this analysis, J.P. Morgan selected a TV/LTM Adj. EBITDA Multiple reference range for the Company of 12.0x to 16.0x. J.P. Morgan then applied such reference range to the Company’s estimated adjusted EBITDA for calendar year 2023 as set forth in the forecasts. The analysis indicated a range of implied per share equity value for Company Common Stock (rounded to the nearest $0.05) of approximately $26.35 to $41.20, which J.P. Morgan compared to (i) the closing price of Company Common Stock of $22.08 per share on January 17, 2024, the last trading day prior to the delivery of J.P. Morgan’s oral opinion to the Company Board on January 18, 2024, and (ii) the Merger Consideration of $46.00 per share of Company Common Stock.

$59.45, which J.P. Morgan compared to (i) the closing price of Company Common Stock of $22.08 per share on January 17, 2024, the last trading day prior to the delivery of J.P. Morgan’s oral opinion to the Company Board on January 18, 2024, and (ii) the Merger Consideration of $46.00 per share of Company Common Stock.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was identical to the proposed Merger. However, the companies selected were chosen by J.P. Morgan because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, were considered similar to those of the Company. The transactions selected were similarly chosen by J.P. Morgan because J.P. Morgan judged certain aspects of the transactions, for purposes of J.P. Morgan’s analysis, to be similar to the proposed Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the proposed Merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the proposed Merger and deliver an opinion to the Company Board with respect to the proposed Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

For financial advisory services rendered in connection with the proposed Merger, the Company has agreed to pay J.P. Morgan an estimated fee of approximately $32 million, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the proposed Merger. The company also previously paid a $500,000 retainer fee upon engaging J.P. Morgan as financial advisor, which will be credited toward payment of the fee payable upon the consummation of the proposed Merger. In addition, the Company has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of J.P. Morgan’s written opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and bookrunner on the Company’s syndicated revolver and related amendments in June 2023, November 2022 and May 2022, acting as lead arranger and bookrunner on the Company’s credit facility in May 2022 and acting as financial advisor on the Company’s acquisition of the Aircraft Wheel and Brake division of Parker-Hannifin Corporation in September 2022. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of the Company, for which it receives customary compensation or other financial

benefits. During the two years preceding the date of J.P. Morgan’s written opinion, neither J.P. Morgan nor its affiliates have had any other material commercial or investment banking relationships with Arcline Investment Management, L.P., the significant shareholder of Parent. During the two-year period preceding the delivery of J.P. Morgan’s written opinion on January 19, 2024, the aggregate fees received by J.P. Morgan from the Company were approximately $11 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of the Company. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company for their own account or for the accounts of customers and, accordingly, may at any time hold long or short positions in such securities or other financial instruments.

In connection with the Company’s review of strategic alternatives, the Company’s management prepared unaudited forecasted financial information of the Company for fiscal year 2024 through fiscal year 2028 (the “Company Projections”), which were used by the Company Board in connection with its review of strategic alternatives. In addition, the Company Projections were made available to potential counterparties to a strategic transaction, including Arcline, in connection with their due diligence review of a potential transaction. The Company Projections were prepared in December 2023, treating the Company on a stand-alone basis without giving effect to, and as if the Company never contemplated, the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

The Company Projections used as the basis for the discounted cash flow valuation relied on a forecast developed through the Company’s annual short-term and long-term planning cycle, which commences in the first fiscal quarter of each year and concludes with a review by the Company Board of (x) the five-year strategic plan in the second fiscal quarter and (y) the preliminary annual operating plan in the fourth fiscal quarter. The Company Projections were based on assumptions about the Company’s continued operation as a standalone, publicly traded company. No future divestitures or acquisitions were contemplated in the Company Projections.

The forecast methodology employed, consistent with prior years, involved the generation of estimates for the following five-year period at the operating unit level. Operating unit level forecast assumptions take into account macroeconomic factors, relevant industry trends and forecast data, key platform and program dynamics, improvements in operational execution and new product development life cycles. Forecast aggregation is performed at the segment level and integrated into an enterprise level forecast incorporating adjustments based on the judgment of the Company’s corporate leadership.

The Company Projections include the following assumptions and estimates:

Consolidated revenue growth averaging 4.5% from 2024 to 2028, with approximately 95% of projected revenue growth over the period being driven by the Engineered Products segment, reflecting the Company’s management’s assumptions and estimates for future growth;

Other key financial metrics as reflected in management’s forecast are as follows:

The following table presents a summary of the Company Projections:

Post-tax unlevered free cash flow was calculated based on the Company Projections and was authorized by the Company Board for J.P. Morgan’s use and reliance for purposes of preparing its financial analyses and the oral opinion delivered by J.P. Morgan to the Company Board on January 18, 2024, which was confirmed by delivery of its written opinion dated January 19, 2024 in connection with its consideration of the transactions contemplated by the Merger, as described in the section entitled “The Merger — Opinion of the Company’s Financial Advisor” beginning on page 45 of this Proxy Statement.

In addition to the Company Projections, the Company’s management calculated pre-tax unlevered free cash flow to provide an operational metric exclusive of the impact of debt service and tax, which was calculated based on the Company Projections. The pre-tax unlevered free cash flow was made available to potential counterparties to a strategic transaction, including Arcline. The following table presents a summary of the pre-tax unlevered free cash flow.

The Company Projections were not prepared with a view toward public disclosure, and are included in this Proxy Statement only because such information was made available, in whole or in part, to (i) potential buyers, including Arcline, in connection with their due diligence review of the Company and/or (ii) J.P. Morgan, as applicable. The Company Projections were not prepared with a view toward compliance with generally accepted accounting principles as applied in the United States (“GAAP”), the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, PricewaterhouseCoopers LLP, our independent auditor, has not examined, reviewed, compiled or otherwise applied procedures to the Company Projections and, accordingly, assumes no responsibility for, and expresses no opinion on them. The Company Projections included in this Proxy Statement have been prepared by, and are the responsibility of, our management. The Company Projections were prepared solely for internal use of the Company and are subjective in many respects.

Although a summary of the Company Projections was prepared with numerical specificity, it reflects numerous variables, assumptions and estimates as to future events made by the Company’s management that it believed were reasonable at the time the Company Projections were prepared, taking into account the relevant information available

to management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Company Projections not to be achieved include, among other factors, adverse economic conditions; an increase in the cost or decrease in the availability of raw materials; changes in the competitive environment; economic, political or regulatory changes in the countries in which the Company operates; difficulties, delays or unexpected costs in completing the Company’s capital investment; and other factors as set forth in the section entitled “Cautionary Statement On Forward-Looking Statements” beginning on page 24 of this Proxy Statement.

In addition, the Company Projections do not take into account any circumstances or events occurring after the date that they were prepared. There can be no assurance that the Company Projections will be realized, and actual results may be materially better or worse than those contained in the Company Projections. Portions of the Company Projections cover multiple years. Such information by its nature becomes less predictive with each successive year. The inclusion of this information should not be regarded as an indication that the Company, the Company Board, J.P. Morgan or any other recipient of this information considered, or now considers, the Company Projections to be predictive of actual future results. The summary of the Company Projections is not included in this Proxy Statement in order to induce any shareholder to vote in favor of the proposal to adopt the Merger Agreement or any of the other proposals to be voted on at the Special Meeting. In light of the foregoing factors and the uncertainties inherent in the Company Projections, shareholders are cautioned not to place undue, if any, reliance on the Company Projections included in this Proxy Statement. The Company Projections are forward-looking statements, as set forth in the section entitled “Cautionary Statement On Forward-Looking Statements” beginning on page 24 of this Proxy Statement. For additional information, see also the sections entitled “Where You Can Find More Information” and “The Merger — Recommendation of the Company Board and Reasons for the Merger” beginning on pages 95 and 40, respectively, of this Proxy Statement.

Certain of the measures included in the Company Projections may be considered non-GAAP financial measures, including Adjusted EBITDA. Adjusted EBITDA means earnings, adjusted for certain non-continuing or recurring items, before interest, taxes, depreciation and amortization. Non-GAAP financial measures have limitations as analytical tools, which may include the omission of certain material costs, such as depreciation, amortization and interest, necessary to operate the Company’s business, and should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. SEC rules that may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to directors or a financial advisor (like the Company Projections) in connection with a proposed transaction like the Merger when the disclosure is included in a document like this Proxy Statement. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not relied upon by J.P. Morgan for purposes of its financial analysis and opinion or by the Company Board in connection with its consideration and evaluation of the Merger. Further, the Company did not provide Arcline or any other potential counterparty with a reconciliation of the non-GAAP financial measures included in the Company Projections to the relevant GAAP financial measures. Accordingly, the Company has not provided in this Proxy Statement or otherwise a reconciliation of the non-GAAP financial measures included in the Company Projections to the relevant GAAP financial measures.

In considering the recommendations of the Company Board with respect to the Merger, our shareholders should be aware that the directors and executive officers of the Company have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of Company shareholders generally. The Company Board were aware of these interests and considered them, among other matters, in approving the Merger Agreement, and in making its recommendation that Company shareholders adopt the Merger Agreement. These interests are described in more detail below, and certain of them are quantified in the narrative below.

Company PSUs. Immediately prior to the Effective Time, each outstanding Company PSU granted under the Company Stock Plan will be fully vested and canceled and, in exchange therefor, the holders of such canceled Company PSUs will be entitled to receive an amount in cash, less applicable tax withholdings, equal to (i) the total number of shares of Company Common Stock underlying such Company PSU, multiplied by (ii) the Merger Consideration, without interest. The number of shares of Company Common Stock underlying each Company PSU

deemed to have been earned will be equal to the target number of Company PSUs multiplied by the greater of (x) 100% and (y) the actual level of performance of each Company PSU measured as of the closing date and in accordance with the terms of the applicable governing documents. The Company anticipates the actual level of performance of the Company PSUs to be 152.6% with respect to Company PSUs granted in 2022, 171.8% with respect to Company PSUs granted in 2023 and 150% with respect to Company PSUs granted in 2024. Any unvested Company PSUs granted after January 18, 2024 will vest as set forth above, subject to proration based on the number of days from January 1, 2024 through the closing date of the Merger over the full number of days in the performance period, and any Company PSUs that do not vest will be cancelled as of the Effective Time for no consideration.

Company Restricted Stock. Immediately prior to the Effective Time, each outstanding share of Company Restricted Stock will be fully vested and canceled and, in exchange therefor, the holders of such shares of Company Restricted Stock shall be entitled to receive an amount in cash, less applicable tax withholdings, equal to (i) the total number of shares of the Company Restricted Stock held by such holder multiplied by (ii) the Merger Consideration, without interest. Any unvested Company Restricted Stock granted after January 18, 2024 will vest as set forth above, subject to proration based on the number of days from the date of grant through the closing date of the Merger over the full number of days in the vesting period, and any shares of Company Restricted Stock that do not vest will be cancelled as of the Effective Time for no consideration.

Company Options. Immediately prior to the Effective Time, each outstanding Company Option will be fully vested and canceled and, in exchange therefor, the holders of such Company Options will be entitled to receive an amount in cash, less applicable tax withholdings, equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option, multiplied by (ii)(1) the Merger Consideration less (2) the per share exercise price applicable to such Company Option, without interest.

The following table sets forth the number of shares of Company Common Stock and the number of shares of Company Common Stock underlying equity awards that are currently held by, and that are expected to be granted prior to May 1, 2024 to, each person who has been a director or executive officer of the Company at any time since the beginning of the last fiscal year, in each case that either are currently vested or that will or may vest in connection with the Merger, assuming that the Effective Time occurs on May 1, 2024 and that awards granted in 2024 will vest on a pro-rated basis, as described in more detail in the section entitled “—Treatment of Company Equity Awards.” The table also sets forth the values of these shares and equity awards based on the Merger Consideration (minus the applicable exercise price for the in-the-money options).

Regardless of the manner in which the employment of any executive officer (including an executive officer not party to an employment agreement) terminates, he or she is entitled to receive amounts previously earned during the term of his or her employment (which amounts are referred to in this discussion as “Accrued Amounts”). Such Accrued Amounts include, but are not limited to, (i) unpaid base salary through the date of termination and any accrued vacation in accordance with Company policy; (ii) any unpaid bonus or other short-term and long-term incentive compensation (cash or equity) earned with respect to any completed fiscal year; (iii) reimbursement for any unreimbursed expenses incurred through the date of termination; and (iv) all other payments and benefits to which the executive officer may be entitled under the terms of any applicable compensation arrangement or benefit program of the Company, including any applicable pension, retirement and insurance benefits.

Each of our executive officers has entered into a change in control severance agreement with the Company, pursuant to which the executive officer is entitled to severance benefits upon a qualifying termination of employment occurring in connection with a change in control (which will include the Merger). Other than as noted below, the terms and conditions triggering payments under these agreements upon the termination of employment of each such executive officer in connection with a change in control are substantially similar.

The change in control agreements generally provide that, if an executive’s employment is terminated by the Company without “Cause” (other than due to death or disability) or by the executive for “Good Reason” during the twenty-four-month period immediately following a change in control (or during a potential change in control period), the executive would be entitled to receive the following severance benefits:

For purposes of the change in control agreements, a “change in control” is deemed to have occurred if: (i) a person unaffiliated with the Company acquires control of more than thirty-five percent of our voting securities; (ii) there is a change in more than fifty percent of our directors over two consecutive years which is not board-approved; (iii) a merger is effectuated with an unrelated entity that results in our shareholders owning fifty percent or less of the voting securities of the merged entity (or its parent company); or (iv) there is a sale of substantially all of the Company’s assets to an unrelated third party or shareholder approval of a plan of complete liquidation or dissolution of the Company. A change in control does not include any related party and management buyout transactions.

For purposes of the change in control agreements, “Cause” means that the executive officer’s employment is terminated due to any one of the following events: (i) the willful and continued failure to substantially perform his or her duties with the Company after notice from the Company, or (ii) the willful engaging in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise.

For purposes of the change in control agreements, “Good Reason” means the occurrence (without the executive’s express written consent) after any change in control, or during a potential change in control period, of any one of the following acts or failures to act by the Company: (i) the assignment to the executive of any duties that are inconsistent with the executive’s status as an officer of the Company or a substantial diminution in the nature or status of the executive’s responsibilities from those in effect immediately prior to the change in control (or the commencement of the potential change in control period); (ii) a reduction in the executive’s then-current annual base salary; (iii) the relocation of the executive’s principal place of employment by more than 50 miles; (iv) the failure to pay to the executive any portion of his current or deferred compensation, within 30 days of the date such compensation is due; (v) the failure to continue in effect any compensation plan in which the executive participates immediately prior to the change in control (or the commencement of the potential change in control period) which is material to his total compensation without an equitable substitute; (vi) the failure to provide life insurance, health and accident, or disability benefits that are substantially similar to those in which the executive was participating immediately prior to the change in control (or the commencement of the potential change in control period); (vii) the failure to provide the executive with the number of paid vacation days to which he was entitled immediately prior to the change in control (or the commencement of the potential change in control period); (viii) any purported termination of the executive’s employment which is not effectuated in accordance with the employment termination procedures for cause set forth in the change in control agreement, or (ix) the failure of any successor to the Company to expressly assume and agree to perform the agreement in accordance with its terms prior to the effectiveness of any such succession. In no event will the executive have Good Reason to terminate employment under the change in control agreement due solely to a suspension of the executive’s position, job functions, authorities, duties and responsibilities while on paid administrative leave.

Each change in control severance agreement includes a so-called “better net after-tax cutback” provision providing that, if the compensation and benefits payable to the executive officer in connection with a change in control would be subject to an excise tax under Section 4999 of the Code, such amounts will either be paid in full or reduced to the level that would avoid application of the excise tax, whichever would place the executive officer in a better after-tax position.

The only executive officer who had an employment agreement with the Company was Mr. Walsh, our Chairman, President and Chief Executive Officer. The employment agreement (the “Walsh Employment Agreement”) was entered into by and between the Company and Mr. Walsh on August 20, 2020, with an effective date of September 8, 2020, and was amended on August 9, 2023. The Walsh Employment Agreement provides for a three-year term of employment commencing as of the effective date of the Walsh Employment Agreement and ending on the third anniversary of such effective date. Pursuant to the amendment to the agreement, the term of the agreement was extended an additional three years to end on the sixth anniversary of such effective date. The terms and conditions triggering potential payments and

benefits under the Walsh Employment Agreement are summarized below. However, any payments or benefits available pursuant to the change in control severance agreement entered into with Mr. Walsh will be paid in lieu of any of the payments or benefits set forth below pursuant to the Walsh Employment Agreement.

For purposes of the Walsh Employment Agreement and the discussion that follows, the term “Cause” is defined to mean and include (i) the conviction of, or a plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a determination by a majority of the Company Board, acting in good faith, that Mr. Walsh has (A) willfully and continuously failed to substantially perform his duties; (B) engaged in illegal conduct, an act of dishonesty or gross misconduct, in each case which is in the course of his employment and materially injurious to the Company; (C) willfully violated a material requirement of the Company’s Code of Conduct or the executive’s fiduciary duty to the Company; or (D) violated his representation to the Company regarding his right to enter into the Walsh Employment Agreement and perform services thereunder and that he had not engaged in, or been the subject of allegations related to workplace misconduct or impropriety.

The term “Good Reason” is defined to mean any one of the following events, if it occurs without Mr. Walsh’s consent after providing the Company notice and an opportunity to cure: (i) the removal of Mr. Walsh from the position of President and Chief Executive Officer (other than for Cause or temporarily while Mr. Walsh is physically or mentally incapacitated); (ii) a material reduction in Mr. Walsh’s base salary or annual target bonus opportunity (other than a general reduction for all similarly situated executives in substantially the same proportion); (iii) a failure to pay the compensation or benefits specified in the agreement; (iv) the relocation of Mr. Walsh’s principal place of employment by more than 50 miles; or (v) the assignment of duties that are materially inconsistent with Mr. Walsh’s position as President and Chief Executive Officer (other than temporarily while Mr. Walsh is physically or mentally incapacitated).

Termination by the Company for Cause or by the Executive without Good Reason. In the event that Mr. Walsh’s employment is terminated by the Company for “Cause” (other than a termination due to death or disability) or by Mr. Walsh without “Good Reason,” Mr. Walsh would be entitled to receive only the Accrued Amounts.

Termination by the Company without Cause or by the Executive for Good Reason. In the event that Mr. Walsh’s employment is terminated by the Company without Cause or by Mr. Walsh with Good Reason, Mr. Walsh would be entitled to receive the following compensation and benefits (in addition to the Accrued Amounts):

Termination Due to Disability or Death. In the event of Mr. Walsh’s disability or death, Mr. Walsh (or his estate) would be entitled to receive the following compensation and benefits (in addition to the Accrued Amounts):

For purposes of the Walsh Employment Agreement, a “disability” is considered to exist if the executive has been absent from fully performing his responsibilities due to physical or mental illness for a period of six consecutive months.

The Company and Arcline agreed that the Company may grant retention bonuses in an amount equal to $1,103,009 to certain executive officers and other key employees who are not executive officers, on terms and subject to conditions to be determined by the Company. In addition, Richard S. Smith, Jr. and Megan Morgan, the Company’s senior vice president, general counsel and secretary and the vice president and chief human resources officer, respectively, are entitled to cash and equity retention bonuses granted prior to, and not in connection with, the Merger having an aggregate grant date value equal to approximately $757,810. Each was granted a bonus equal in value to their then-current base salary divided equally between cash and equity in the form of shares of Company Restricted Stock. The awards will generally vest, if at all, on the three-year anniversary of the grant date, subject to each employee’s continued employment through such date. However, the awards also provide for vesting acceleration in the event of a termination of employment that entitles the recipient to severance benefits under a change in control severance agreement entered into with each of Mr. Smith and Ms. Morgan or a termination of employment due to the employee’s death or disability. In addition, Mr. Smith’s award agreements provide for vesting acceleration in the event that he retires after the second anniversary of the date of grant, so long as he provides at least six months’ prior written notice and he provides transition services to the Company with respect to identification and transition of his successor. As noted above, the portion of retention bonus granted in the form of Company Restricted Stock will fully vest in connection with the Merger and receive the Merger Consideration.

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each of our named executive officers other than Mr. Coogan in connection with the Merger. Mr. Coogan’s employment with the Company was terminated on September 28, 2023, and he will not receive any compensation in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation. The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger was consummated on May 1, 2024, and that the employment of each of the named executive officers was immediately terminated by the Company without cause on such date. Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

These estimates are based on multiple assumptions (including that the value of such payments will not be reduced pursuant to the terms of any agreement with an executive officer, related to Section 280G of the Code) that may or may not actually occur, including assumptions described in this Proxy Statement. All dollar amounts set forth below have been rounded. The conditions that would trigger the payments are disclosed below.

As of the date of this Proxy Statement, none of members of the management team of the Company’s subsidiaries and none of the Company’s executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to, or following the Closing, however, some of the members of the management team of the Company’s subsidiaries and / or Company’s executive officers may discuss or continue to discuss or enter into agreements with Parent regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates.

In connection with the Merger and related transactions, Parent and Merger Sub have obtained the financing commitments described below.

In connection with the Merger Agreement, Parent has arranged the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter, pursuant to which the Investors provided commitments in an aggregate amount equal to $1,230,000,000 in cash, in immediately available U.S. funds, solely for the purpose of funding at the Closing (i) the payment of the aggregate Merger Consideration and (ii) any other amounts required to be paid pursuant to the Merger Agreement by Parent or Merger Sub, as applicable, in each case, pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement.

The obligation of each of the Investors to fund its respective equity commitment is subject to (a) the satisfaction of all of the conditions to the obligations of each party and of Parent and Merger Sub to effect the closing of the

Merger as set forth in the Merger Agreement (other than those conditions that, by their nature, have been satisfied at the Closing (provided such conditions would have been capable of being satisfied as of such date) or the failure of which to be satisfied is attributable primarily to a breach by Parent of its representations, warranties, covenants or agreements in the Merger Agreement) or irrevocably waived by the Company, and remain so satisfied or waived at the time specific performance is granted, and Parent is required to consummate the Merger pursuant to the Merger Agreement, (b) the Debt Financing (or any alternative financing in accordance with the Merger Agreement) having been funded or will be funded in full at the Closing if the Equity Financing is funded at the Closing (or, if the Debt Financing (or any such alternative financing) having been funded into escrow in full at the Closing if the Equity Financing is funded at the Closing, such funds have been or would be released from escrow) and (c) the substantially concurrent consummation of the Closing in accordance with the terms of the Merger Agreement.

In connection with the Merger Agreement, Parent has arranged the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter, pursuant to which the Debt Financing Sources (as defined in “Terms of the Merger Agreement—Financing Efforts”) have provided commitments in respect of (i) a Term Facility in an aggregate principal amount equal to $790,000,000, and (ii) a Revolving Facility in an aggregate principal amount equal to $150,000,000, which includes a letter of credit sub-facility in an amount equal to $75,000,000. The proceeds of the Term Facility may be used on the Closing Date to finance the Merger, working capital and general corporate purposes as well as to pay fees, expenses and other costs incurred in connection with the transactions contemplated by the Merger Agreement. The proceeds of the Revolving Facility drawn on the Closing Date may be used to fund working capital, to pay fees and expenses in connection with the Merger, and to backstop, cash collateralize or replace the letters of credit issued under the Third Amended and Restated Credit and Guaranty Agreement, dated as of June 21, 2023, by and among the Company, certain subsidiaries of the Company, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as agent, and the other parties party thereto (as amended, restated or otherwise modified from time to time, the “Existing Credit Agreement”) (and replacements thereof) and other letters of credit existing on the Closing Date (and replacements thereof) and other letters of credit existing on the Closing Date (and replacements thereof). Up to $25,000,000 million of proceeds of the Revolving Facility drawn on the Closing Date may be used for other purposes not specified in the foregoing sentence.

The initial borrowings under the Debt Financing are subject to the satisfaction (or waiver by the Debt Financing Sources) of a number of limited conditions, including (i) the execution and delivery of executed definitive loan documentation and receipt of customary legal opinions and closing documents, notices and certificates (including a customary solvency certificate), (ii) receipt of the proceeds of the Equity Financing, (iii) the Merger shall have been consummated, or substantially simultaneously with the initial borrowing under the Debt Financing, shall be consummated, in all material respects in accordance with the terms of the Merger Agreement, after giving effect to any modifications, amendments, supplements, consents or waivers, other than those modifications, amendments, supplements, consents or waivers by Parent that are materially adverse to the interests of the Initial Lenders (as defined in the Debt Commitment Letter) (in their capacity as such) which have not been consented to by the Lead Arranger (as defined in the Debt Commitment Letter) (such consent not to be unreasonably withheld, conditioned or delayed) (subject to customary exceptions for, among other things, changes in the acquisition consideration that will not be deemed to be materially adverse to the Debt Financing Sources), (iv) from the date of the Merger Agreement, there having not been any circumstance, occurrence, effect, change, event or development that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect (as defined in the Merger Agreement), (v) delivery of certain historical and pro forma financial statements of Parent and its subsidiaries, (vi) delivery of certain documentation with respect to Parent and the guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, (vii) payment of required fees and expenses, (viii) delivery of certain documents required to perfect the security interest granted to the applicable agent under the Debt Financing in the collateral provided thereunder, (ix) the making and accuracy in all material respects of the specified representations set forth in the Debt Commitment Letter and certain representations and warranties in the Merger Agreement and (x) substantially simultaneously with the initial borrowing under the Debt Financing, the repayment of the Existing Credit Agreement and arrangements having been made for the discharge of certain other existing and outstanding indebtedness.

The commitments and agreements of the Debt Financing Sources under the Debt Commitment Letter will terminate on the earliest to occur of (i) after execution of the Merger Agreement and prior to the consummation of the transactions contemplated by the Merger Agreement, the termination of the Merger Agreement by Parent or

otherwise in accordance with its terms and Parent does not object to such termination, prior to closing of the Merger and the transactions contemplated by the Merger Agreement, (ii) the consummation of the Merger without the use of the Debt Financing, (iii) 11:59 p.m., New York City time, on the fifth (5^th) business day after the End Date (as such date may be extended pursuant to the Merger Agreement) and (iv) upon written notice by Parent to the Debt Financing Sources at any time.

In connection with entering into the Merger Agreement, the Guarantors provided the Company with a limited guarantee pursuant to which the Guarantors guaranteed the payment of Parent’s obligations to the Company with respect to the payment of the Reverse Termination Fee and reimbursement obligations related to the Company’s cooperation with the Parent’s requests regarding financing, and amounts (if any) required to be paid by Parent in respect of Parent’s fraud or willful breach.

Subject to certain exceptions, the limited guarantee will terminate upon the earliest of (a) the Closing and (b) the day that is six (6) months after termination of the Merger Agreement in accordance with its terms, unless prior to such date the Company shall have delivered a written notice with respect to nonpayment of any of the guaranteed obligations and the Company shall have commenced legal proceedings against any Guarantor or Parent alleging any of the guaranteed obligations are due and owing from any guarantor, in which case the limited guarantee shall survive solely with respect to such amounts of such guaranteed obligations.

The Closing will take place on a date to be specified by the Company and Parent, but no later than the second business day following the satisfaction or waiver in accordance with the Merger Agreement (as described in the section entitled “Terms of the Merger Agreement – Conditions to the Closing of the Merger” beginning on page 80 of this Proxy Statement) other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The following is a summary of the U.S. federal income tax consequences of the Merger to holders of Company Common Stock whose shares of Company Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986 (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of Company Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). For purposes of this discussion, a “holder” means either a U.S. Holder (as defined below) or a Non-U.S. Holder (as defined below) or both, as the context may require.

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Company Common Stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. The terms “U.S. Holder” and “Non-U.S. Holder” as defined below do not include entities treated as partnerships for U.S. federal income tax purposes. Partnerships holding shares of Company Common Stock and partners therein should consult their tax advisors regarding the consequences of the Merger to their particular circumstances.

No ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, regarding the U.S. federal income tax consequences of the Merger described herein. This summary is not binding on the IRS or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Company Common Stock who is, for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. If a U.S. Holder acquired a share by purchase, such U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Gain or loss will be determined separately for each block of shares of Company Common Stock (that is, shares acquired at the same cost in a single transaction). Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one (1) year at the effective time of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder. There are limitations on the deductibility of capital losses.

Payments made to a U.S. Holder in exchange for shares of Company Common Stock pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at the statutory rate, currently 24%. To avoid backup withholding on such payments, U.S. Holders that do not otherwise establish an exemption should complete and sign a properly executed IRS Form W-9 certifying that such holder is a United States person for U.S. federal income tax purposes, that the taxpayer identification number provided is correct and that such holder is not subject to backup withholding. Certain types of U.S. Holders (including, with respect to certain types of payments, corporations) generally are not subject to backup withholding or information reporting rules.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. Holder pursuant to the Merger under the backup withholding rules generally will be allowed as a refund or a credit against such U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of Company Common Stock who is neither a U.S. Holder nor a partnership (or entity or arrangement treated as a partnership) for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment, such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders should consult their tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them in light of their particular circumstances.

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Payments made to Non-U.S. Holders in exchange for shares of Company Common Stock pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at the statutory rate, currently 24%. Non-U.S. Holders generally can avoid information reporting and backup withholding by providing the applicable and properly completed and executed IRS Form W-8BEN certifying the holder’s non-U.S. status or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Holders of Company Common Stock should consult their tax advisors regarding the tax consequences of the Merger to their particular circumstances, including the applicability and effect of any state, local, foreign or other tax laws.

The Company has received several Demand Letters. The Demand Letters seek the issuance of corrective disclosures regarding certain enumerated items in an amendment or supplement to such proxy statement and one of the Demand Letters purports to seek an inspection of the Company’s books and records. The Company believes that the Demand Letters are without merit.

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is the absence of any law, injunction or order by any governmental entity restraining, enjoining, rendering illegal or otherwise prohibiting the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is consummated may adversely affect the company’s business, financial condition, results of operations and cash flows.

The Company and Parent have agreed to use their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the merger, including obtaining any requisite approvals or consents. These approvals include approval under the HSR Act and the competition law of Germany and the Foreign Investment Laws of Germany. Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all, or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, or require changes to the terms of the merger agreement. These conditions or changes could result in the conditions to the closing of the merger not being satisfied.

Other than the approvals and notifications described below, neither the Company and Parent is aware of any material regulatory approvals required to be obtained, or waiting periods required to expire, after the making of a filing. If the parties discover that other approvals or filings and waiting periods are necessary, they will seek to obtain or comply with them, although, as is the case with the regulatory approvals described above, there can be no assurance that they will be obtained on a timely basis, if at all.

Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission, the merger cannot be completed until the Company and Parent each file a notification and report form with the Federal Trade Commission and the Antitrust Division of the Department of Justice and the applicable waiting period thereunder has expired or been terminated. The Company and Parent filed their respective HSR Act notifications on January 31, 2024. The 30-day waiting period with respect to the Merger expired at 11:59 p.m. Eastern Time on March 1, 2024.

At any time before or after consummation of the merger, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, the Antitrust Division of the DOJ or FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, and notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Additionally, both the Company and Parent’s affiliate Arcline Investment Management, L.P. operate in Germany. The completion of the Merger is also subject to certain antitrust filings requirements under German law. The Act Against Restraints of Competition requires the parties to file a notification with the Federal Cartel Office (“FCO”). The FCO issued an approval decision in relation to the Merger on March 7, 2024.

In light of the Company’s operations in Germany, the Merger is conditioned upon the receipt of clearance from the German Federal Ministry for Economic Affairs and Climate Action (“BMWK”) under the foreign investment laws of Germany. In order to receive such clearance, on February 14, 2024, the Parent filed a foreign investment notification with BMWK pursuant to Section 60 (3) Außenwirtschaftsverordnung (AWV). The review process timeline is split into two phases. Phase I commences at the time that the BMWK gains knowledge of the transaction via the notification and lasts up to two months (until approximately April 14, 2024), during which the BMWK will determine whether to open a formal review or clear the transaction. To the extent that BMWK determines that a formal review is required (Phase II), it will request further information. Phase II review starts upon receipt of such information and may last another four months, however, BMWK may extend the review by another four months under certain circumstances. In addition, the timeline is suspended in case of additional information requests by the BMWK. If at the end of Phase I or II the BMWK has not issued a decision, the transaction is legally deemed to be cleared.

The Company Common Stock is currently registered under the Exchange Act and is listed on the NYSE under the symbol “KAMN”. If the Merger is consummated, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent, and the Company Common Stock will be delisted from The NYSE and deregistered under the Exchange Act.

The discussion of the terms of the Merger Agreement 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.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement were made only for purposes of the Merger Agreement and as of the specific dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to important qualifications, limitations and supplemental information agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk among the Company, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent and Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may have been changed and may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of the Company, Parent and Merger Sub because the parties may take certain actions that are either expressly permitted in the confidential disclosures to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A hereto, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding the Company or its business. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our fillings with the SEC regarding the Company and its business. Please see the attached section entitled “Where You Can Find More Information” beginning on page 95 of this Proxy Statement.

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the CBCA, at the Effective Time, Merger Sub will merge with and into the Company, with the Company surviving and continuing under the name “Kaman Corporation” as the Surviving Company and a wholly-owned subsidiary of Parent. The Merger will become effective at the time that the Certificate of Merger has been duly filed with the Secretary of the State of the State of Connecticut, or at such later time as the Company and Parent shall agree and specify in the certificate of merger. From and after the Effective Time, the Surviving Company will possess all properties, rights, privileges, immunities, powers, franchises and liabilities of the Company and Merger Sub.

The closing of the Merger will take place no later than the second business day following the satisfaction or (to the extent permitted by law) waiver of all conditions to closing of the Merger (as described in the section entitled “Terms of the Merger Agreement – Conditions to the Closing of the Merger” beginning on page 80 of this Proxy Statement) (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or (to the extent permitted by law) waiver of such conditions). As soon as practicable on or after the closing date of the Merger, the parties will file the certificate of merger with the Secretary of the State of the State of Connecticut as provided under the CBCA.

The Merger Agreement provides that the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Company until their earlier death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Company until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

The Merger Agreement provides that the certificate of incorporation and bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will be the certificate of incorporation and bylaws, respectively, of the Surviving Company until thereafter changed or amended as provided therein or by applicable law, except that references to the name of Merger Sub shall be replaced by references to the name of the Surviving Company.

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 shares (i) held by Parent or Merger Sub, which shall be canceled 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 of $46.00 in cash, without interest.

Immediately prior to the Effective Time, each outstanding right to receive Company Common Stock granted under the Kaman Corporation Second Amended and Restated 2013 Management Incentive Plan (the “Company Stock Plan”) that is subject to achievement of service-based and performance-based vesting conditions (each, a “Company PSU”) will be fully vested and canceled and, in exchange, the holders of such canceled Company PSUs will be entitled to receive an amount in cash, less applicable tax withholdings, equal to (i) the number of shares of Company Common Stock underlying such Company PSU, multiplied by (ii) the Merger Consideration, without interest. The number of shares of Company Common Stock underlying each Company PSU deemed to have been earned will be equal to the target number of Company PSUs multiplied by the greater of (x) 100% and (y) the actual level of performance of each Company PSU measured as of the closing date of the Merger and using the closing date of the Merger as the applicable measurement date in accordance with the terms of the applicable governing documents. The Company anticipates the actual level of performance of the Company PSUs to be 152.6% with respect to Company PSUs granted in 2022, 171.8% with respect to Company PSUs granted in 2023 and 150% with respect to Company PSUs granted in 2024. Any unvested Company PSUs granted after January 18, 2024 will vest as set forth above, subject to proration based on the number of days from January 1, 2024 through the closing date of the Merger over the full number of days in the performance period, and any Company PSUs that do not vest will be cancelled as of the Effective Time for no consideration.

Immediately prior to the Effective Time, each outstanding share of Company Common Stock granted under the Company Stock Plan that is subject to certain restrictions that lapse at the end of a specified period or periods (each, a “Company Restricted Stock”) will be fully vested and canceled and, in exchange, the holders of such shares of Company Restricted Stock will be entitled to receive an amount in cash, less applicable tax withholdings, equal to (i) the total number of shares of Company Restricted Stock held by such holder multiplied by (ii) the Merger Consideration, without interest. Any unvested Company Restricted Stock granted after January 18, 2024 will vest as set forth above, subject to proration based on the number of days from the date of grant through the closing date of the Merger over the full number of days in the vesting period, and any shares of Company Restricted Stock that do not vest will be cancelled as of the Effective Time for no consideration.

Immediately prior to the Effective Time, each outstanding Company Option will be fully vested and canceled and, in exchange, the holders of such Company Options will be entitled to receive an amount in cash, less applicable tax withholdings, equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option, multiplied by (ii)(1) the Merger Consideration less (2) the per share exercise price applicable to such Company Option, without interest.

Prior to the Closing, Parent will appoint, at its sole cost and expense, a paying agent (the “Paying Agent”) to make payments of the Merger Consideration to the applicable Company shareholders. At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with Paying Agent, cash constituting an amount equal to the aggregate Merger Consideration.

As promptly as reasonably practicable following the Effective Time (and in any event within two (2) business days after the Effective Time), Parent shall cause the Paying Agent to mail, or otherwise provide in the case of book-entry shares, to each holder of record of Company Common Stock a form of letter of transmittal (i) which shall specify that delivery shall be effected and risk of loss and title shall pass (A) with respect to shares evidenced by a certificate (or evidence of shares in book-entry form that immediately prior to the Effective Time represented any such shares of Common Stock) (a “Certificate”), only upon the proper delivery of the Certificates and validly executed letter of transmittal to the Paying Agent (and such other documents as the Paying Agent may reasonably request) and (B) with respect to book-entry shares, only upon proper delivery of an “agent’s message” regarding the book-entry transfer of book-entry shares (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request) and (ii) instructions for effecting the surrender of book-entry shares or Certificates in exchange for the applicable Merger Consideration. No interest will be paid or accrued on the cash payable upon surrender of the Certificates (or shares of Common Stock held as book-entry shares).

If any cash deposited with the Paying Agent (including any interest received with respect thereto) that remains undistributed to the holders of Common Stock for one (1) year after the Effective Time will be delivered to the Parent (or its designee), and any holder of Company Common Stock who has not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent for payment of its claim for Merger Consideration, without any interest thereon. None of the Company, Parent, Merger Sub or the Paying Agent will be liable to any person in respect of any portion of the payment fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

The letter of transmittal will include instructions if a shareholder has lost a share certificate or if such certificate has been stolen or destroyed. If a shareholder has lost a certificate, or if such certificate has been stolen or destroyed, then before such shareholder will be entitled to receive the Merger Consideration, such shareholder will have to make an affidavit of the loss, theft or destruction, in a form and substance reasonably acceptable to Parent, and if required by the Surviving Company, post a bond, in such reasonable amount as the Surviving Company may direct, as indemnity against any claim that may be made against it with respect to such certificate.

These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

The Merger Agreement contains representations and warranties of the Company, Parent and Merger Sub.

Certain of the representations and warranties in the Merger Agreement made by the Company are qualified by knowledge and/or “materiality” qualifications or a “Company Material Adverse Effect” clause. For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to the Company, any circumstance, occurrence, effect, change, event or development that, individually or in the aggregate, materially adversely affects the business, financial condition or results of operations of the Company and the Company’s subsidiaries, taken as a whole. Any circumstance, occurrence, effect, change, event or development arising from or related to the below are excluded from the determination of Company Material Adverse Effect:

However, in the case of the first six (6) exclusions above and the tenth (10^th) exclusion above, such matters will be taken into account to the extent such circumstance, occurrence, effect, change, event or development has a disproportionate adverse effect on the Company and the Company’s subsidiaries relative to other companies in the industries in which the Company and the Company’s subsidiaries operate, in which case only the incremental disproportionate effect shall be taken into account in determining whether there has been, or would reasonably be expected to be a Company Material Adverse Effect.

In the Merger Agreement, the Company has made customary representations and warranties to Parent that are subject, in some cases, to specific exceptions and qualifications contained in the Merger Agreement or in the Company Disclosure Letter to the Merger Agreement delivered in connection therewith. These representations and warranties relate to, among other things: