KORE Group Stockholders Clear Merger With Searchlight, Abry-Backed Entities

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KORE Group stockholders approved the merger agreement with entities affiliated with Searchlight Capital Partners and Abry Partners, moving the deal toward completion.

The merger will see KONA Merger Sub Co merge into KORE, with KORE continuing as the surviving corporation and becoming a subsidiary of KONA Parent, L.P.

Stockholders also approved, on an advisory basis, executive compensation tied to the merger ; the vote was non-binding and not a condition for the transaction to close.

KORE Group (NYSE:KORE) stockholders approved a merger agreement at a special meeting of stockholders, advancing a transaction involving KONA Parent, L.P. and KONA Merger Sub Co, entities affiliated with certain funds managed by Searchlight Capital Partners and Abry Partners.

Timothy Donahue, chairman of the board of KORE Group Holdings, Inc., presided over the webcast meeting and said stockholders were voting on three potential items: the merger agreement proposal, an advisory compensation proposal and, if necessary, an adjournment proposal. Because the merger agreement proposal was approved, the company did not call a vote on the adjournment proposal.

The merger agreement proposal asked stockholders to adopt the agreement and plan of merger with KONA Parent, L.P., a Delaware limited partnership, and KONA Merger Sub Co, also a Delaware limited partnership. Under the terms described at the meeting, KONA Merger Sub Co will merge with and into KORE Group Holdings, Inc., with KORE continuing as the surviving corporation and becoming a subsidiary of KONA Parent, L.P., subject to the terms and conditions of the agreement.

Donahue said approval of the merger agreement proposal required the affirmative vote, in person or by proxy, of holders of a majority of the voting power represented by outstanding shares of company common stock entitled to vote under Delaware law. It also required approval by a majority of votes cast by "disinterested stockholders," as defined in the proxy statement.

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The company's board of directors unanimously recommended that stockholders vote in favor of the merger agreement proposal. No stockholder questions or comments were submitted on the proposal during the meeting, according to Jack Kennedy, executive vice president, chief legal officer and secretary of KORE.

After the polls closed, Kennedy announced that the preliminary report of the inspector of election indicated the merger agreement proposal had been approved by the required stockholder votes, including both the required majority of outstanding voting power and the required majority of votes cast by disinterested stockholders.

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Stockholders also approved, on an advisory and non-binding basis, compensation that may be paid or become payable to KORE's named executive officers in connection with the consummation of the merger, as described in the proxy statement.

Donahue said approval of the advisory compensation proposal required the affirmative vote of holders of a majority in voting power of the votes cast, excluding abstentions and broker non-votes. He also noted that the vote was advisory only and would not be binding on the company, the board, the parent entity or the surviving corporation.

According to Donahue, if the merger agreement proposal is approved and the merger is consummated, the compensation will be payable regardless of the outcome of the advisory vote, subject to the applicable conditions described in the proxy statement. He said approval of the advisory compensation proposal is not a condition to consummation of the merger.

Kennedy reported that the preliminary vote showed the advisory compensation proposal had been approved by the stockholders by the affirmative vote of holders of a majority in voting power of the votes cast on the proposal.

During the meeting, Kennedy outlined procedures for stockholder questions and voting. He said the meeting agenda and rules of conduct were posted on the virtual meeting website, and that stockholders could submit questions during the meeting, subject to limits on relevance and length. He also said substantially similar questions could be grouped and answered together.