TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
CHASE CORPORATION
(Name of Registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Fee paid previously with preliminary materials.

TABLE OF CONTENTS


CHASE CORPORATION
375 University Avenue
Westwood, Massachusetts 02090
August 31, 2023
Dear Shareholder:
On July 21, 2023, Chase Corporation (“Chase”) entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Formulations Parent Corporation (“Parent”) and Formulations Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into Chase, with Chase surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of investment funds managed by Kohlberg Kravis Roberts & Co. L.P., a global investment firm (collectively referred to herein as “KKR”).
If the Merger is completed, Chase shareholders will have the right to receive $127.50 in cash, without interest, for each share of common stock, par value $0.10 per share, of Chase (“Chase Common Stock”) that they own immediately prior to the effective time of the Merger unless they have properly demanded and perfected their appraisal rights for such shares in accordance with Massachusetts law.
We will hold a virtual special meeting of our shareholders in connection with the proposed Merger on October 6, 2023 at 9:00 a.m., Eastern Time (the “Special Meeting”) (unless the Special Meeting is adjourned or postponed). The Special Meeting is scheduled to be held exclusively online via live webcast. There will not be a physical meeting location. You will be able to virtually attend, submit questions and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/CCF2023SM and using the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials. Please note you will not be able to attend the Special Meeting in person.
Even if you plan to virtually attend the Special Meeting, please vote by proxy in advance so that your vote will be counted if you later decide not to or become unable to virtually attend the Special Meeting.
If you hold your shares in “street name,” you may virtually attend and vote at the Special Meeting only if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares. This information is typically included on the voting instruction form accompanying your proxy materials.
At the Special Meeting (or any adjournment or postponement thereof), shareholders will be asked to vote on the proposal to approve and adopt the Merger Agreement, as it may be amended from time to time. Under Massachusetts law, shareholders holding at least two-thirds of the shares of Chase Common Stock outstanding at the close of business on the record date and entitled to vote on the Merger proposal must vote “FOR” the Merger proposal to approve and adopt the Merger Agreement. A failure to vote your shares of Chase Common Stock or an abstention from voting will have the same effect as a vote against the Merger proposal.
In connection with the Merger, Mr. Peter R. Chase, Mr. Adam P. Chase, and Ms. Mary C. Chase (individually and through certain affiliated trusts) and the Edward L. Chase Trust each entered into a voting agreement with Parent pursuant to which they have agreed, on the terms and subject to the conditions set forth in their respective voting agreements, to vote their shares of Chase Common Stock in favor of, among other things, the Merger and the adoption of the Merger Agreement, and against, among other things, any proposal relating to a competing transaction involving Chase.
We cannot complete the Merger unless Chase shareholders approve and adopt the Merger Agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you are able to attend the Special Meeting via the virtual meeting website, please complete, sign and date the enclosed proxy card and

TABLE OF CONTENTS

return it in the envelope provided or vote by telephone (at the toll-free number indicated on the proxy card) or via the internet (at the voting site indicated on the proxy card) as promptly as possible so that your shares may be represented and voted at the Special Meeting (or any adjournment or postponement thereof).
After careful consideration and based in part on the recommendation of the Chase special committee, which was established to explore, review and evaluate a potential strategic transaction, including the possibility of a sale, merger or recapitalization of all or any portion of Chase, the Chase board of directors (the “Chase Board of Directors”) has unanimously determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of Chase shareholders and has approved the Merger Agreement. The Chase Board of Directors recommends that Chase shareholders vote “FOR” the proposal to approve and adopt the Merger Agreement.
In addition, the Securities and Exchange Commission (the “SEC”) has adopted rules that require us to seek a non-binding, advisory vote with respect to certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger. The Chase Board of Directors recommends that Chase shareholders vote “FOR” the named executive officer Merger-related compensation proposal described in the accompanying proxy statement.
The proposal to approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the proposal to adopt the Merger Agreement requires that, whether or not a quorum is present, the votes cast for such proposal by shareholders present via the virtual meeting website or represented by proxy and entitled to vote at the Special Meeting exceed the votes cast against such proposal. The Chase Board of Directors recommends that Chase shareholders vote “FOR” the proposal to approve an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
The obligations of Chase and Parent to complete the Merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about Chase, the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.
If you have any questions or need assistance voting your shares of Chase Common Stock, please contact Innisfree M&A Incorporated, our proxy solicitor (“Innisfree”), by calling toll-free at 877-750-0666.
Thank you for your consideration of this matter and your continued confidence in Chase.
 
Sincerely,
 
 
 

 
Adam P. Chase
 
President, Chief Executive Officer and Director
 
 
 

 
Peter R. Chase
 
Executive Chairman
 
 
 

 
Dana Mohler-Faria
 
Lead Independent Director

TABLE OF CONTENTS

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The accompanying proxy statement is dated August 31, 2023 and, together with the enclosed form of proxy, is first being mailed to Chase shareholders on or about August 31, 2023.

TABLE OF CONTENTS


CHASE CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
DATE & TIME
October 6, 2023 at 9:00 a.m., Eastern Time.
 
 
PLACE
The special meeting of shareholders of Chase Corporation (“Chase”) will be exclusively online via live webcast (the “Special Meeting”) and can be accessed by visiting www.virtualshareholdermeeting.com/CCF2023SM (the “Virtual Meeting Website”), where you will be able to attend the Special Meeting, vote, and submit your questions during the Special Meeting. There will not be a physical meeting location.
 
 
ITEMS OF BUSINESS
Consider and vote on:

• a proposal to approve and adopt the Agreement and Plan of Merger, dated as of July 21, 2023, by and among Chase, Formulations Parent Corporation (“Parent”), and Formulations Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), as may be amended from time to time (the “Merger Agreement”), a copy of which is included as Annex A to the proxy statement of which this notice forms a part, and pursuant to which Merger Sub will be merged with and into Chase, with Chase surviving the merger as a wholly owned subsidiary of Parent (the “Merger”);

• a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger discussed under the sections entitled “The Merger (Proposal 1) - Interests of Chase’s Directors and Executive Officers in the Merger” and “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)” beginning on pages 56 and 92, respectively, of this proxy statement; and

• a proposal to approve an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
 
 
RECORD DATE
Shareholders of record at the close of business on August 29, 2023 are entitled to notice of and may vote at the Special Meeting.

Beginning two (2) business days after notice of the Special Meeting, a complete list of Chase shareholders entitled to notice of the Special Meeting will be available for inspection by shareholders of Chase on a secured portion of Chase’s investor relations website at

TABLE OF CONTENTS

 
https://chasecorp.com/investor-relations/SM. Access to and use of this secured website will be subject to satisfactory verification of shareholder status and compliance with applicable Massachusetts law. To obtain access to the secured website, please contact Chase’s Investor Relations Department at 781-332-0700. The list of Chase shareholders entitled to notice of the Special Meeting will also be made available for inspection by shareholders of Chase during the Special Meeting via the Virtual Meeting Website.
 
 
VOTING BY PROXY
The Chase board of directors (the “Chase Board of Directors”) is soliciting your proxy to assure that a quorum is present and that your shares are represented and voted at the Special Meeting. For information on submitting your proxy over the internet, by telephone or by returning your proxy by mail (no extra postage is needed for the provided envelope if mailed in the United States), please see the attached proxy statement and enclosed proxy card. If you later decide to vote at the Special Meeting via the Virtual Meeting Website, any previously submitted proxy will be revoked.
 
 
RECOMMENDATIONS
The Chase Board of Directors recommends that you vote:

•  “FOR” the proposal to approve and adopt the Merger Agreement;

•  “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger; and

•  “FOR” the proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
 
 
APPRAISAL RIGHTS
Chase has concluded that, under Part 13 of Chapter 156D of the General Laws of the Commonwealth of Massachusetts (such chapter, the “MBCA”), Chase shareholders may be entitled to appraisal rights with respect to the Merger proposal and to receive the “fair value” of their Chase shares in cash. Chase shareholders who believe they are or may be entitled to appraisal rights in connection with the Merger must (i) deliver, before the vote is taken on the Merger proposal, written notice of the shareholder’s intent to demand payment, (ii) not vote the shareholder’s shares in favor of the Merger proposal and (iii) comply with the requirements of the MBCA. Perfection of appraisal rights is complex. The procedures for exercising appraisal rights is described in the section entitled “Appraisal Rights of Shareholders” beginning on page 88 of this proxy statement. Additionally, the full text of the applicable provisions of the MBCA relative to appraisal rights is included as Annex C to this proxy statement.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIA THE VIRTUAL MEETING WEBSITE, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS, OR BY MAIL BY

TABLE OF CONTENTS

COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD BY MAIL AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY VIA THE VIRTUAL MEETING WEBSITE, YOU MAY DO SO.
Your proxy may be revoked at any time before the vote at the Special Meeting, or any adjournment or postponement thereof, by (i) giving the Office of the Secretary written notice of revocation, (ii) returning a validly executed, later-dated proxy or (iii) attending the Special Meeting and voting via the Virtual Meeting Website.
Please note that we intend to limit attendance at the Special Meeting to shareholders at the close of business on the record date (or their authorized representatives). If your shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares or obtain and submit a legal proxy, executed in your favor, from that record holder giving you the right to vote the shares at the Special Meeting.
The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Chase Common Stock, please contact Chase’s proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll free: (877) 750-0666
Banks and Brokers may call collect: (212) 750-5833
 
By Order of the Board of Directors of
Chase Corporation
 
 
 

 
Adam P. Chase
President, Chief Executive Officer and Director
 
 
 

 
Peter R. Chase
 
Executive Chairman
 
 
 

 
Dana Mohler-Faria
Lead Independent Director
Westwood, Massachusetts
August 31, 2023

TABLE OF CONTENTS

TABLE OF CONTENTS
 
Page
i

TABLE OF CONTENTS

 
Page
ii


TABLE OF CONTENTS

SUMMARY
This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the Merger. We urge you to read carefully the remainder of this proxy statement, including the attached annexes, and the other documents to which we have referred you. For additional information on Chase included in documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find More Information” beginning on page 101 of this proxy statement. We have included page references in this summary to direct you to a more complete description of the topics presented below.
All references to “Chase,” “we,” “us” or “our” in this proxy statement refer to Chase Corporation, a Massachusetts corporation; all references to “Parent” refer to Formulations Parent Corporation, a Delaware corporation; all references to “Merger Sub” refer to Formulations Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent formed for the sole purpose of effecting the Merger; all references to “KKR” refer to Kohlberg Kravis Roberts & Co. L.P.; all references to “Chase Common Stock” refer to the common stock, par value $0.10 per share, of Chase; all references to the “Chase Board of Directors” or “Chase Board” refer to the board of directors of Chase; all references to the “Chase Special Committee” refer to the special committee of the board of directors of Chase; all references to the “Merger” refer to the merger of Merger Sub with and into Chase with Chase surviving as a wholly owned subsidiary of Parent; and, unless otherwise indicated or as the context requires, all references to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of July 21, 2023, as may be amended from time to time, by and among Chase, Parent and Merger Sub, a copy of which is included as Annex A to this proxy statement. Chase, following the completion of the Merger, is sometimes referred to in this proxy statement as the “Surviving Corporation.”
The Companies (see page 24)
Chase Corporation
Chase is a global specialty chemicals company founded in 1946, and a leading manufacturer of protective materials for high-reliability applications across diverse market sectors. Chase’s strategy is to maximize the performance of our core businesses and brands while seeking future opportunities through strategic acquisitions. Through investments in facilities, systems and organizational consolidation we seek to improve performance and gain economies of scale. Chase is organized into three reportable operating segments: an Adhesives, Sealants and Additives segment, an Industrial Tapes segment and a Corrosion Protection and Waterproofing segment. The segments are distinguished by the nature of the products manufactured and how they are delivered to their respective markets. Chase’s manufacturing facilities are distinct to their respective segments apart from its O’Hara Township, PA, Blawnox, PA and Hickory, NC facilities, which produce products related to a combination of operating segments.
Chase’s principal executive office is located at 375 University Avenue, Westwood, Massachusetts 02090. Chase’s telephone number is (781) 332-0700. Chase’s internet website address is www.chasecorp.com. The information provided on the Chase website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to its website provided in this proxy statement.
Shares of Chase Common Stock are listed and traded on the NYSE American under the symbol “CCF.”
Formulations Parent Corporation
Parent is a Delaware corporation and was formed on July 20, 2023 by KKR, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and other documents or agreements executed and delivered in connection with the Merger Agreement. Upon the completion of the Merger, Chase will be a wholly owned subsidiary of Parent. The registered office of Parent is located at 4001 Kennett Pike, Suite 302, Wilmington, New Castle County, Delaware 19807 and its telephone number is (302) 731-1612.
Formulations Merger Sub Corporation
Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent and was formed on July 20, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and other documents or agreements executed and delivered in connection with the Merger Agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the completion of the Merger, Merger Sub will cease to exist with Chase continuing as the Surviving Corporation. The registered office of Merger Sub is located at 4001 Kennett Pike, Suite 302, Wilmington, New Castle County, Delaware 19807 and its telephone number is (302) 731-1612.
1

TABLE OF CONTENTS

The Merger and Effects of the Merger (see page 31)
Chase, Parent and Merger Sub entered into the Merger Agreement on July 21, 2023. A copy of the Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the entire Merger Agreement carefully because it is the principal document governing the Merger. For more information on the Merger Agreement, see the section entitled “The Merger Agreement” beginning on page 63 of this proxy statement.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, Merger Sub will be merged with and into Chase in accordance with the MBCA and the Delaware General Corporation Law (“DGCL”). As a result of the Merger, the separate existence of Merger Sub will cease, and Chase will survive the Merger as a wholly owned subsidiary of Parent.
Upon consummation of the Merger, your shares of Chase Common Stock will be converted into the right to receive the per share Merger consideration described below unless you have properly demanded and perfected appraisal rights, if available, in accordance with Massachusetts law. As a result, you will not own any shares of the Surviving Corporation, and you will no longer have any interest in its future earnings or growth. As a result of the Merger, Chase will cease to be a publicly-traded company and will be wholly owned by Parent. Following consummation of the Merger, the Surviving Corporation will terminate the registration of Chase Common Stock on the NYSE American and Chase will no longer be subject to reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Merger Consideration
Upon the terms and subject to the conditions of the Merger Agreement (and subject to appraisal rights under Massachusetts law, if available), at the effective time of the Merger, Chase shareholders will have the right to receive $127.50 in cash, without interest (the “Merger Consideration”), for each share of Chase Common Stock that they own immediately prior to the effective time of the Merger.
Treatment of Chase Equity Awards (see page 65)
The Merger Agreement provides that, at the effective time of the Merger, the outstanding equity awards of Chase will be treated as follows:
Each award of shares of Chase Common Stock that is subject to time-based vesting conditions that is outstanding immediately prior to the effective time of the Merger under Chase’s 2005 Incentive Plan, Chase’s Amended and Restated 2013 Equity Incentive Plan or any inducement share or award agreements with current or former service providers of Chase (each, a “Chase Stock Plan” and each such award, a “Chase RSA”) will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares subject to such Chase RSA; provided that, subject to limited exceptions, each Chase RSA outstanding immediately prior to the effective time of the Merger that is granted after the date of the Merger Agreement will vest on a prorated basis (based on the time elapsed from the grant date until the closing of the Merger, with the balance automatically canceled for no consideration at the effective time of the Merger).
Each award of shares of Chase Common Stock that is subject to performance-based vesting conditions and that is outstanding immediately prior to the effective time of the Merger under a Chase Stock Plan (each such award, a “Chase PSA”) will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares of Chase Common Stock issued and outstanding under the Chase PSA immediately prior to the effective time of the Merger.
Each option to purchase shares of Chase Common Stock granted under a Chase Stock Plan, whether or not vested, that is outstanding as of immediately prior to the effective time of the Merger (each, a “Chase Stock Option”) will automatically become fully vested and will be canceled and converted into the right to receive a cash payment, without interest, in an amount determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable per-share exercise price of such Chase Stock Option by (ii) the total number of shares of Chase Common Stock issuable in respect of such Chase Stock Option (and, if the exercise price per share for such Chase Stock Option is equal to or greater than the Merger Consideration, such Chase Stock Option will be automatically forfeited and canceled without consideration). With respect to each unvested Chase Stock Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code, as amended (each, a “Chase Incentive Stock Option”), prior to the effective time of the Merger, Chase may, in consultation with Parent,
2

TABLE OF CONTENTS

provide the holder thereof an opportunity to exercise such Chase Incentive Stock Option effective immediately prior to the effective time of the Merger, with any Chase Incentive Stock Option remaining unexercised immediately prior to the effective time of the Merger being treated in accordance with the preceding sentence.
Recommendation of the Chase Board of Directors (see page 47)
After careful consideration and based in part on the recommendation of the Chase Special Committee, the Chase Board of Directors unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Certain factors considered by the Chase Board of Directors in reaching its decision to approve and adopt the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement can be found in the section entitled “The Merger (Proposal 1) - Chase’s Reasons for the Merger” beginning on page 43 of this proxy statement.
The Chase Board of Directors recommends that Chase shareholders vote:
FOR” the proposal to approve and adopt the Merger Agreement;
FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger; and
FOR” the proposal to approve an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
Opinion of Chase’s Financial Advisor (see page 47)
Chase retained Perella Weinberg Partners LP (“Perella Weinberg”) to act as its financial advisor in connection with the Merger. Chase selected Perella Weinberg based on its qualifications, expertise and reputation and its knowledge of the business and affairs of Chase and the industry in which Chase conducts its businesses. On July 20, 2023, Perella Weinberg rendered its oral opinion, subsequently confirmed in writing, to the Chase Board of Directors that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the Merger Consideration of $127.50 per share to be received by the holders of Chase Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.
The full text of Perella Weinberg’s written opinion, dated July 20, 2023, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Perella Weinberg in preparing its opinion, is attached hereto as Annex B and is incorporated herein by reference. Perella Weinberg’s opinion does not address Chase’s underlying business decision to enter into the Merger Agreement or the relative merits of the Merger as compared with any other strategic alternative which may be available to Chase. Perella Weinberg’s opinion was not intended to be and does not constitute a recommendation to any holder of Chase Common Stock or any other person as to how such person should vote or otherwise act with respect to the Merger or any other matter. Perella Weinberg’s opinion does not in any manner address the prices at which the Chase Common Stock will trade at any time. In addition, Perella Weinberg expressed no opinion as to the fairness of the Merger to, or any consideration received in connection with the Merger by, the holders of any other class of securities, creditors or other constituencies of Chase. Perella Weinberg provided its opinion for the information and assistance of the Chase Board of Directors in connection with, and for the purposes of its evaluation of, the Merger. The summary of the written opinion of Perella Weinberg is qualified in its entirety by reference to the full text of the written opinion attached as Annex B. For a description of the opinion that the Chase Board of Directors received from Perella Weinberg, see the section entitled “The Merger (Proposal 1) – Opinion of Chase’s Financial Advisor” beginning on page 47 of this proxy statement.
Financing of the Merger (see page 60)
We presently anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $1,350,000,000, which will be funded via the Equity Financing described below. The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.
In connection with the financing of the Merger, KKR North America Fund XIII SCSp (the “Parent Sponsor”) has entered into an equity commitment letter in favor of Parent, dated as of July 21, 2023 (the “Equity Commitment
3

TABLE OF CONTENTS

Letter”) to provide an aggregate amount in immediately available funds of $1,350,000,000 to Parent, solely for the purpose of allowing Parent and/or Merger Sub to fund the aggregate Merger Consideration and to pay associated costs and expenses that are required to be paid by Parent at the closing pursuant to the Merger Agreement, including in connection with the Merger (the “Equity Financing”). Chase is an express third-party beneficiary of the Equity Commitment Letter to enforce its right under the Equity Commitment Letter, including with respect to enforcing Parent’s right to cause the commitment under the Equity Commitment Letter to be funded by the Parent Sponsor to Parent in accordance with the Equity Commitment Letter, in each case, subject to (i) the limitations and conditions set forth in the Equity Commitment Letter and (ii) the terms and conditions of the Merger Agreement.
Pursuant to the limited guarantee delivered by the Parent Sponsor in favor of Chase, dated as of July 21, 2023 (the “Limited Guarantee”), the Parent Sponsor has agreed to guarantee the payment of any monetary damages to be paid by Parent to Chase under the Merger Agreement, subject to (i) the terms and conditions set forth in the Merger Agreement and the Limited Guarantee and (ii) the Parent Liability Limitation.
For additional information, see the section entitled “The Merger (Proposal 1) - Financing of the Merger” beginning on page 60 of this proxy statement.
Voting Agreements (see page 85)
In connection with the execution of the Merger Agreement, and as a condition to Parent’s willingness to enter into the Merger Agreement, Mr. Peter R. Chase, Mr. Adam P. Chase, and Ms. Mary C. Chase (individually and through certain affiliated trusts) and the Edward L. Chase Trust (collectively, the “Chase Family Shareholders”) have each entered into separate voting agreements with Parent (the “Voting Agreements”). Based on information provided by the Chase Family Shareholders, the Chase Family Shareholders beneficially owned in the aggregate 1,932,125 shares of Chase Common Stock as of the date of the Voting Agreements, representing approximately 20% of the outstanding shares of Chase Common Stock as of the date of the Voting Agreements. The Chase Family Shareholders have agreed, on the terms and subject to the conditions set forth in their respective Voting Agreements, to vote their shares of Chase Common Stock in favor of, among other things, the Merger and the adoption of the Merger Agreement, and against, among other things, any proposal relating to a competing transaction involving Chase. Pursuant to the Voting Agreements, the Chase Family Shareholders have agreed, among other things, to be bound by certain restrictions on hiring and soliciting employees of Chase and non-competition and non-disparagement obligations. The Voting Agreements will terminate automatically upon the termination of the Merger Agreement in accordance with its terms or the effective time of the Merger (and, if terminated upon the effective time of the Merger, the restrictive covenants set forth in the preceding sentence will survive for a period of five years following the closing of the Merger). Copies of the Voting Agreements are attached to this proxy statement as Annex D, Annex E, Annex F and Annex G.
For additional information, see the section entitled “The Voting Agreements” beginning on page 85 of this proxy statement.
Material U.S. Federal Income Tax Consequences of the Merger (see page 96)
The exchange of Chase Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. Accordingly, a shareholder that is a “U.S. Holder” (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 96 of this proxy statement) will generally recognize taxable gain or loss in an amount equal to the difference, if any, between (i) the Merger Consideration received by such U.S. Holder in the Merger and (ii) such U.S. Holder’s adjusted tax basis in the shares of Chase Common Stock exchanged therefor. With respect to a shareholder that is a “Non-U.S. Holder” (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 96 of this proxy statement), the exchange of shares of Chase Common Stock for the Merger Consideration pursuant to the Merger generally will not result in U.S. federal income tax to such Non-U.S. Holder unless such Non-U.S. Holder has certain connections with the United States. Backup withholding may apply to the cash payment made pursuant to the Merger unless the shareholder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed and executed U.S. Internal Revenue Service (“IRS”) Form W-9 or IRS Form W-8 or applicable successor form).
4

TABLE OF CONTENTS

You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 96 of this proxy statement and consult your tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
Regulatory Clearances and Approvals Required for the Merger (see page 74)
The completion of the Merger is conditioned on, among other things, certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting periods, having expired or been terminated), including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Under the terms of the Merger Agreement, each of Chase and Parent have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement as soon as practicable, including preparing and filing as promptly as practicable with any government authority or other third party all documentation to effect all necessary, proper or advisable filings and obtaining certain specified regulatory approvals.
Parent shall and shall cause its subsidiaries to (i) take all actions needed in the event that a governmental authority or third party challenges any of the transactions contemplated by the Merger Agreement as violating the HSR Act or other applicable laws (including any competition laws) to obtain such regulatory clearances, including (a) divestitures, (b) hold separate arrangements, (c) the termination of any existing relationships and contractual rights and obligations, termination of any venture or other arrangement, (d) effectuating any other change or restructuring of Parent, Chase or any of their respective subsidiaries, (e) otherwise agreeing to take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of Chase or any of its subsidiaries, and (f) opposing, fully and vigorously, any administrative or judicial action or proceeding that is initiated challenging the Merger Agreement or the consummation of the transactions contemplated thereby or the entry of any order that would be reasonably expected to restrain, prevent or delay the consummation of the transactions contemplated by the Merger Agreement and (ii) not acquire or agree to acquire any person if such acquisition would reasonably be expected to prevent or materially delay the expiration or termination of the applicable waiting periods or the receipt of any consent from any governmental authority under the HSR Act or any other appliable law (including competition law); provided that, in the case of clauses (a) through (e) above, any such action shall be conditioned upon consummation of the Merger and the other transactions contemplated by the Merger Agreement.
On August 4, 2023, both Chase and Parent filed notification of the proposed Merger with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) under the HSR Act.
In addition, prior to the effective time of the Merger, Chase and Parent are required to obtain certain regulatory approvals from the antitrust and foreign investment regulatory authorities in other jurisdictions, where required. Chase and Parent notified the proposed Merger with regulatory authorities of such jurisdictions (including by way of draft filing in those jurisdictions where the pre-notification is the custom).
See the section entitled “The Merger Agreement - Regulatory Clearances and Approvals Required for the Merger” beginning on page 74 of this proxy statement for a more detailed discussion of the parties’ obligations with respect to obtaining regulatory approvals in connection with the Merger.
Expected Timing of the Merger
We expect to complete the Merger in the fourth calendar quarter of 2023. The Merger is subject to various conditions, however, and it is possible that factors outside the control of Chase or Parent could result in the Merger being completed at a later time, or not at all. There may be a substantial amount of time between the Special Meeting and the completion of the Merger. We expect to complete the Merger promptly following the satisfaction or, to the extent permitted, waiver of the other conditions to the consummation of the Merger.
See the section entitled “The Merger Agreement - Conditions to Completion of the Merger” beginning on page 80 of this proxy statement.
5

TABLE OF CONTENTS

Conditions to Completion of the Merger (see page 80)
As more fully described in this proxy statement and in the Merger Agreement, each party’s obligation to consummate the Merger depends on a number of conditions being satisfied or, to the extent legally permissible, waived, including:
approval and adoption of the Merger Agreement by an affirmative vote of the holders of at least two-thirds of the shares of Chase Common Stock outstanding at the close of business on the record date and entitled to vote on the Merger proposal in accordance with Massachusetts law;
the absence of any order, injunction, decree or law issued by any governmental authority of competent jurisdiction that prohibits, renders illegal or enjoins the consummation of the Merger;
certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting periods, such waiting periods having expired or been terminated);
the other party having complied with and performed in all material respects all of its obligations and covenants under the Merger Agreement contemplated to be performed by it at or prior to the effective time of the Merger;
subject to certain qualifications, the accuracy of representations and warranties made by the other party in the Merger Agreement (subject generally to a material adverse effect standard, with different standards applicable to certain representations and warranties); and
there having not occurred a Company Material Adverse Effect (as described in the section entitled “The Merger Agreement - Definition of ‘Company Material Adverse Effect”’ beginning on page 67 of this proxy statement) on Chase.
Restrictions on Solicitation of Acquisition Proposals (see page 71)
Subject to certain exceptions, Chase has agreed that from the date of the Merger Agreement until the receipt of shareholder approval, except as otherwise set forth below, Chase will not, and will cause its subsidiaries and each of its and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives not to, and use reasonable best efforts to cause its subsidiaries and its subsidiaries’ respective representatives not to, directly or indirectly:
solicit or take any action to knowingly facilitate or encourage the submission of any “acquisition proposal” (as described in the section entitled “The Merger Agreement - Restrictions on Solicitation of Acquisition Proposals” beginning on page 71 of this proxy statement);
initiate, solicit, facilitate, participate in or enter into any discussions or negotiations with, furnish any nonpublic information relating to Chase or any of its subsidiaries or afford access to the business, properties, assets, personnel, books or records of Chase or any of its subsidiaries to, otherwise knowingly cooperate with any third party relating to an acquisition proposal or any inquiry, proposal or request for information that would reasonably be expected to lead to an acquisition proposal (as described in the section entitled “The Merger Agreement - Restrictions on Solicitation of Acquisition Proposals” beginning on page 71 of this proxy statement);
make an adverse recommendation change (as described in the section entitled “The Merger Agreement - Restrictions on Solicitation of Acquisition Proposals” beginning on page 71 of this proxy statement) with regard to the Merger;
grant a waiver, amendment or release under a standstill or confidentiality agreement, provided that Chase or any of its subsidiaries shall not be prohibited from amending, modifying or granting any waiver or release under any standstill, confidentiality or similar agreement of Chase or any of its subsidiaries, in each case solely to the extent the Chase Board of Directors determines, in consultation with its outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties;
allow, authorize or cause Chase or any of its subsidiaries to enter into any agreement in principle, letter of intent, memorandum of understanding, acquisition agreement or contract providing for or relating to an acquisition proposal or any proposal or offer that would reasonably be expected to lead to an acquisition proposal other than an Acceptable Confidentiality Agreement (as described below) (an “Alternative Acquisition Agreement”) or announce the intention to do so; or
resolve, or agree to do any of the foregoing.
6

TABLE OF CONTENTS

Notwithstanding the restrictions described above, at any time prior to obtaining the approval of Chase shareholders, in the event Chase receives a bona fide unsolicited acquisition proposal from a third party that has not resulted from a breach of the restrictions set forth above, if the Chase Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that (i) such acquisition proposal constitutes, or would reasonably be expected to lead to a superior proposal and (ii) the failure to take such action would be inconsistent with its fiduciary duties under applicable law, then the Chase Board of Directors may provide information to and engage in discussions or negotiations with the third party.
Changes in Board Recommendation (see page 73)
Under the Merger Agreement, under certain circumstances and subject to certain requirements described in the section entitled “The Merger Agreement - Changes in Board Recommendation” beginning on page 73 of this proxy statement, the Chase Board of Directors is entitled to make an adverse recommendation change prior to obtaining shareholder approval, if the Chase Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that an acquisition proposal is, or would reasonably be expected to lead to, a superior proposal (as described in the section entitled “The Merger Agreement - Changes in Board Recommendation” beginning on page 73 of this proxy statement), if the Chase Board of Directors determines that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided that:
Chase notifies Parent in writing at least five (5) business days before taking such action, that Chase intends to take such action, which notice specifies the reasons for the adverse recommendation change and attaches the unredacted copies of all proposed agreements for the superior proposal;
Parent has not made, within five (5) business days after receipt of such notice, an offer that the Chase Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, obviates the need to effect the adverse recommendation change, or is at least as favorable from a financial point of view to Chase shareholders, taking into consideration the identity of the counterparty, the expected timing and likelihood of consummation and such other factors determined by the Chase Board of Directors to be relevant, in the case of any such superior proposal, as applicable; and
during such time, Chase and its Representatives negotiate in good faith with Parent and its Representatives to make adjustments to the terms and conditions of the Merger Agreement in response to such superior proposal and the Chase Board of Directors takes into account any changes to the terms of the Merger Agreement proposed by Parent (provided that any material revision to any acquisition proposal requires a new written notification from Chase, during which notice period Chase will be required to comply with the foregoing requirements anew, except that such new notice period will be for four (4) business days (as opposed to five (5) business days)).
In the event that the Chase Board of Directors is permitted to change its recommendation with respect to the Merger Agreement following the receipt of an acquisition proposal that it determines to be a superior proposal, Chase may also terminate the Merger Agreement to enter into a definitive written agreement for such superior proposal if concurrently with such termination, Chase pays to Parent the fee required to be paid to Parent as described in the section entitled “The Merger Agreement - Termination Fee Payable by Chase” beginning on page 82 of this proxy statement.
In addition, at any time prior to obtaining the approval of Chase shareholders, the Chase Board of Directors is permitted to effect an adverse recommendation change in response to an “intervening event” (as described in the section entitled “The Merger Agreement - Changes in Board Recommendation” beginning on page 73 of this proxy statement) if the Chase Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided that:
Chase notifies Parent in writing of its intention to take such action and at least five (5) business days before taking such action, that Chase intends to take such action, which notice specifies the reasons for the adverse recommendation change and attaches a reasonably detailed description of the intervening event; and
during such time, Chase and its Representatives negotiate in good faith with Parent and its Representatives to make adjustments to the terms and conditions of the Merger Agreement in response to such intervening event and the Chase Board of Directors takes into account any changes to the terms of the
7

TABLE OF CONTENTS

Merger Agreement proposed by Parent (provided that any material revision to any acquisition proposal requires a new written notification from Chase, during which notice period Chase will be required to comply with the foregoing requirements anew, except that such new notice period will be for four (4) business days (as opposed to five (5) business days)).
In addition, if the Chase Board of Directors changes its recommendation with respect to the Merger Agreement, Parent may terminate the Merger Agreement and collect the Termination Fee (as defined below) as described in the section entitled “The Merger Agreement - Termination Fee Payable by Chase” beginning on page 82 of this proxy statement.
Termination of the Merger Agreement (see page 81)
The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the effective time of the Merger (notwithstanding any approval of the Merger Agreement by Chase shareholders):
by mutual written agreement of Chase and Parent;
by either Chase or Parent if:
the Merger has not been consummated on or before April 21, 2024 (the “End Date”); provided that this termination right will not be available to any party whose breach (including, in the case of Parent, a breach by Merger Sub) of any provision of the Merger Agreement has been the primary cause of, or primarily resulted in, the failure to satisfy the conditions to the obligations of the terminating party to consummate the Merger by such time;
there is in effect any injunction or other order issued by a governmental authority of competent jurisdiction prohibiting or preventing the consummation of the Merger and such injunction or other order shall have become final and non-appealable; provided that this termination right will not be available to any party whose breach of any provision of the Merger Agreement is the primary cause of, or primarily resulted in, such injunction or other order; or
at the meeting of Chase shareholders to approve and adopt the Merger Agreement (including any adjournment or postponement thereof), shareholder approval is not obtained;
by Parent if:
an adverse recommendation change has occurred prior to the receipt of the shareholder approval; or
Chase has breached any representation or warranty or failed to perform any covenant or agreement on the part of Chase set forth in the Merger Agreement that would cause the closing conditions not to be satisfied and to be incapable of being satisfied by the End Date, or if curable prior to the End Date, Chase shall not have cured such breach within thirty (30) calendar days after receipt of written notice thereof from Parent stating Parent’s intention to terminate the Merger Agreement pursuant to the terms set forth therein; provided that, at the time at which Parent would otherwise exercise such termination right, neither Parent nor Merger Sub shall be in material breach of its or their obligations under the Merger Agreement so as to cause any of the closing conditions not to be capable of being satisfied;
by Chase if:
prior to the receipt of the shareholder approval, the Chase Board of Directors authorizes Chase to enter into an Alternative Acquisition Agreement concerning a superior proposal, subject to compliance with the restrictions on solicitation of acquisition proposals; provided that concurrently with such termination, Chase pays to Parent the Termination Fee (as defined below) as described in the section entitled “The Merger Agreement - Termination Fee Payable by Chase” beginning on page 82 of this proxy statement and enters into the Alternative Acquisition Agreement with respect to such superior proposal;
Parent or Merger Sub has breached any representation or warranty or failed to perform any covenant or agreement on the part of Parent or Merger Sub set forth in the Merger Agreement that would cause the closing conditions not to be satisfied, and to be incapable of being satisfied by the End Date, or if curable prior to the End Date, Parent or Merger Sub shall not have cured such breach within thirty (30) calendar days after receipt of written notice thereof from Chase stating Chase’s intention to
8

TABLE OF CONTENTS

terminate the Merger Agreement pursuant to the terms set forth therein; provided that, at the time at which Chase would otherwise exercise such termination right, Chase shall not be in material breach of its obligations under the Merger Agreement so as to cause any of the closing conditions not to be capable of being satisfied; or
(i) all of the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the Merger, each of which is capable of being satisfied assuming a closing of the Merger would occur), (ii) Parent, in violation of the terms of the Merger Agreement, fails to consummate the Merger by the time the closing of the Merger should have occurred, (iii) following such failure by Parent to consummate the Merger, Chase has provided irrevocable written notice to Parent that Chase is ready, willing and able to consummate the closing of the Merger on such date of notice and at all times during the three (3) business days immediately thereafter and (iv) Parent fails to consummate the Merger within such three (3) business day period after the delivery of Chase’s notice of termination.
Termination Fee Payable by Chase (see page 82)
Chase has agreed to pay Parent a termination fee of $42 million in immediately available funds (the “Termination Fee”) upon termination of the Merger Agreement if:
Chase terminates the Merger Agreement because the Chase Board of Directors authorizes Chase to enter into a written agreement concerning a superior proposal, subject to compliance with the restrictions on solicitation of acquisition proposals;
Parent terminates the Merger Agreement because an adverse recommendation change occurred; or
Parent or Chase (as applicable) terminates the Merger Agreement because (i) the Merger has not been consummated by the End Date, (ii) of any breach by Chase that would cause or result in any closing conditions not being satisfied or being incapable of being satisfied by the End Date, or (iii) Chase shareholders did not approve the Merger at the shareholder meeting and:
prior to such termination an acquisition proposal was publicly announced (or, solely in the case of (ii) above, made to the Chase Board of Directors) and not withdrawn; and
within twelve (12) months after the date of such termination an acquisition proposal (whether or not the same one) is consummated or Chase or its subsidiaries has entered into a definitive agreement relating to an acquisition proposal (whether or not the same one) (provided that all references to “20%” in the definition of acquisition proposal will be deemed to be a reference to “50%”).
Remedies; Maximum Liability (see page 83)
The Merger Agreement provides that, upon any termination of the Merger Agreement under circumstances where the Termination Fee is payable by Chase and the Termination Fee is paid in full, except in the case of willful breach or fraud (provided that Parent and its related parties will not be able to seek or obtain monetary damages for such willful breach or fraud in excess of $98 million), Parent and Merger Sub will be precluded from any other remedy against Chase, at law or in equity or otherwise and neither Parent nor Merger Sub will seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Chase or any of Chase’s subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives in connection with the Merger Agreement or the transactions contemplated thereby.
In addition, the Merger Agreement provides that, upon any termination of the Merger Agreement under circumstances where the Termination Fee is not payable by Chase, the Merger Agreement will become void and of no effect without liability of any party (or any shareholder, director, officer, employee, agent, consultant or representative of such party), except in the case of willful breach of any provision of the Merger Agreement, subject to the Parent Liability Limitation (as discussed below). Parent’s, Merger Sub’s and their affiliates’ collective liability for monetary damages for breaches under the Merger Agreement, the Limited Guarantee and the Equity Commitment Letter is capped at $98 million (the “Parent Liability Limitation”). The Parent Sponsor has agreed to guarantee Parent’s obligation to pay any such monetary damages to Chase under the Merger Agreement, subject to (i) the terms and conditions set forth in the Merger Agreement and the Limited Guarantee and (ii) the Parent Liability Limitation.
9

TABLE OF CONTENTS

Specific Performance (see page 83)
The Merger Agreement provides that the parties will be entitled to an injunction to prevent breaches of the Merger Agreement and to specifically enforce the performance of the terms and provisions of the Merger Agreement.
Appraisal Rights (page 62)
Chase has concluded that, under Part 13 of the MBCA, Chase shareholders may be entitled to appraisal rights with respect to the Merger proposal and to receive the “fair value” of their Chase shares in cash. To assert appraisal rights, a shareholder must (i) deliver, before the vote is taken on the Merger proposal, written notice of the shareholder’s intent to demand payment, (ii) not vote the shareholder’s shares in favor of the Merger proposal and (iii) comply with the requirements of the MBCA. Perfection of appraisal rights is complex. The procedures for exercising appraisal rights is described in the section entitled “Appraisal Rights of Shareholders” beginning on page 88 of this proxy statement. The full text of Part 13 of the MBCA is attached to this proxy statement as Annex C.
The Special Meeting (see page 25)
The Special Meeting of Chase shareholders is scheduled to be held exclusively online via live webcast on October 6, 2023 at 9:00 a.m., Eastern Time. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CCF2023SM (the “Virtual Meeting Website”) and using the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials. Instructions on how to attend and participate online are also posted online at the Virtual Meeting Website.
The Special Meeting is being held in order to consider and vote on the following:
a proposal to approve and adopt the Merger Agreement, which is further described in the sections entitled “The Merger (Proposal 1)” and “The Merger Agreement” beginning on pages 31 and 63, respectively, of this proxy statement;
a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger, discussed under the sections entitled “The Merger (Proposal 1) - Interests of Chase’s Directors and Executive Officers in the Merger” and “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)” beginning on pages 56 and 92, respectively, of this proxy statement; and
a proposal to approve an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
Only holders of record of Chase Common Stock at the close of business on August 29, 2023, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof. At the close of business on the record date, 9,508,483 shares of Chase Common Stock were issued and outstanding, approximately 1,220,017 of which were held by Chase’s directors and executive officers. We currently expect that, in addition to the shares to be voted under the Voting Agreements, all of Chase’s directors and executive officers will vote their shares in favor of the proposal to approve and adopt the Merger Agreement and the other proposals to be considered at the Special Meeting, although no director or executive officer is obligated to do so (except for the Chase Family Shareholders that are directors or executive officers of Chase, who are obligated to do so pursuant to the Voting Agreements).
The presence at the Special Meeting, by attendance, via the Virtual Meeting Website or by proxy, of the holders of a majority of the shares of Chase Common Stock issued and outstanding and entitled to vote at the close of business on the record date will constitute a quorum. There must be a quorum for business to be conducted at the Special Meeting. If you submit a properly executed proxy card, even if you abstain from voting, your shares will be counted for purposes of calculating whether a quorum is present at the Special Meeting. Failure of a quorum to be present at the Special Meeting will necessitate an adjournment or postponement and will subject Chase to additional expense.
You may cast one vote for each share of Chase Common Stock that you own at the close of business on the record date. Approval and adoption of the Merger Agreement requires the affirmative vote of at least two-thirds of the shares of Chase Common Stock outstanding at the close of business on the record date and entitled to vote on the Merger proposal in accordance with Massachusetts law. The proposal to approve, on a non-binding, advisory
10

TABLE OF CONTENTS

basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger requires that a quorum be present and that the votes cast for such proposal by shareholders present via the Virtual Meeting Website or represented by proxy and entitled to vote at the Special Meeting exceed the votes cast against such proposal. The proposal to adjourn the Special Meeting, including if necessary to permit further solicitation of proxies, requires that, whether or not a quorum is present, the votes cast for such proposal by shareholders present via the Virtual Meeting Website or represented by proxy and entitled to vote at the Special Meeting exceed the votes cast against such proposal.
An abstention occurs when a shareholder attends a meeting, via the Virtual Meeting Website or by proxy, but abstains from voting. At the Special Meeting, abstentions will be counted in determining whether a quorum is present. Because under Massachusetts law the approval and adoption of the Merger Agreement requires the affirmative vote of at least two-thirds of the shares of Chase Common Stock outstanding at the close of business on the record date and entitled to vote on the Merger proposal, both abstentions and a failure to vote (including the failure of a record owner to execute and return a proxy card and the failure of a beneficial owner of shares held in “street name” by a broker, bank or other nominee to give voting instructions to the broker, bank or other nominee) will have the same effect as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement. Because the other two proposals require that the votes cast for such proposal by those shareholders present via the Virtual Meeting Website or represented by proxy and entitled to vote at the Special Meeting exceed the votes cast against such proposal, both abstentions and a failure to vote (including the failure of a record owner to execute and return a proxy card and the failure of a beneficial owner of shares held in “street name” by a broker, bank or other nominee to give voting instructions to the broker, bank or other nominee) will have no effect on the outcome of such proposals.
If no instruction as to how to vote is given in an executed, duly returned and not revoked proxy, the proxy will be voted for (i) the proposal to approve and adopt the Merger Agreement; (ii) the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger; and (iii) the proposal to approve the adjournment of the Special Meeting, including if necessary to solicit additional proxies, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
Interests of Chase’s Directors and Executive Officers in the Merger (see page 56)
In considering the recommendation of the Chase Board of Directors to approve and adopt the Merger Agreement, you should be aware that Chase’s directors and executive officers have interests in the Merger that may be different from, or in addition to, those of Chase shareholders generally. The Chase Board of Directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement, in reaching its decision to approve the Merger Agreement and in recommending to Chase shareholders that the Merger Agreement be approved and adopted. These interests are described in further detail and quantified below under “The Merger (Proposal 1) - Interests of Chase’s Directors and Executive Officers in the Merger” beginning on page 56 and “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)” beginning on page 92 of this proxy statement.
Directors’ and Officers’ Indemnification and Insurance (see page 60)
For six (6) years after the effective time of the Merger, Parent has agreed to cause the Surviving Corporation to indemnify and hold harmless the present and former directors and officers of Chase, exclusively in their capacity as such in respect of acts or omissions occurring at or prior to the effective time of the Merger to the fullest extent provided under Chase’s articles of organization and bylaws in effect on July 21, 2023.
Market Prices of Chase Common Stock (see page 87)
The closing price of Chase Common Stock on the NYSE American on July 20, 2023, the last trading day prior to the public announcement of the execution of the Merger Agreement, was $127.94 per share of Chase Common Stock. The closing price of Chase Common Stock on the NYSE American on June 9, 2023, the last trading day prior to the Leak (i.e., publication of an article in The Wall Street Journal first reporting a potential sale of Chase), was $123.08. The closing price of Chase Common Stock on the NYSE American on August 30, 2023, the most recent practicable date prior to the date of this proxy statement, was $126.31 per share. You are encouraged to obtain current market quotations for Chase Common Stock in connection with voting your shares of Chase Common Stock.
11

TABLE OF CONTENTS

Litigation Related to the Merger (see page 76)
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 Chase, 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 order, injunction, decree or law issued by any governmental authority of competent jurisdiction that prohibits, renders illegal or enjoins the consummation of the Merger whether on a temporary, preliminary or permanent basis. 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.
For additional information regarding the pending litigation, please see the section entitled “The Merger (Proposal 1) - Litigation Related to the Merger” beginning on page 62 of this proxy statement.
12

TABLE OF CONTENTS

QUESTIONS AND ANSWERS
The following are some questions that you, as a shareholder of Chase, may have regarding the Merger and the Special Meeting and the answers to those questions. Chase urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Merger and the Special Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.
Q:
Why am I receiving this proxy statement and proxy card or voting instruction form?
A:
You are receiving this proxy statement and proxy card or voting instruction form in connection with the solicitation of proxies by the Chase Board of Directors for use at the Special Meeting because you have been identified as a holder of Chase Common Stock as of the close of business on the record date for the Special Meeting. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of Chase Common Stock with respect to such matters.
Q:
What is the purpose of the Special Meeting?
A:
At the Special Meeting, shareholders will consider and act upon the matters outlined in the notice of meeting on the cover page of this proxy statement, namely:
a proposal to approve and adopt the Merger Agreement, which is further described in the sections entitled “The Merger (Proposal 1)” and “The Merger Agreement” beginning on pages 31 and 63, respectively, of this proxy statement;
a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger, discussed under the sections entitled “The Merger (Proposal 1) - Interests of Chase’s Directors and Executive Officers in the Merger” and “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)” beginning on pages 56 and 92, respectively, of this proxy statement; and
a proposal to approve an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
Q:
Where and when is the Special Meeting?
A:
The Special Meeting is scheduled to be held exclusively online via live webcast on October 6, 2023 at 9:00 a.m., Eastern Time. There will not be a physical meeting location. You will be able to attend the Special Meeting by visiting the Virtual Meeting Website and using the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials.
Q:
What do I need in order to be able to attend the Special Meeting online?
A:
The Special Meeting will be held via live webcast only. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CCF2023SM and using the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials. Please note you will not be able to attend the Special Meeting in person.
The webcast will start at 9:00 a.m., Eastern Time on October 6, 2023. We encourage you to allow ample time for online check-in, which will open at 8:30 a.m., Eastern Time. Please be sure to check in by 8:45 a.m., Eastern Time on October 6, 2023 (fifteen (15) minutes prior to the start of the meeting is recommended), so that any technical difficulties may be addressed before the Special Meeting live webcast begins.
Even if you plan to virtually attend the Special Meeting, please vote by proxy in advance so that your vote will be counted if you later decide not to or become unable to virtually attend the Special Meeting.
If you hold your shares in “street name,” you may virtually attend and vote at the Special Meeting only if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares. This information is typically included on the voting instruction form accompanying your proxy materials.
13

TABLE OF CONTENTS

Q:
How does the Chase Board of Directors recommend that I vote on the proposals?
A:
The Chase Board of Directors determined that the adoption of the Merger Agreement and consummation of the Merger are in the best interests of Chase and its shareholders and thus recommends that you vote as follows:
FOR” the approval and adoption of the Merger Agreement;
FOR” the approval, on a non-binding, advisory basis, of certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger; and
FOR” the approval of an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
Q:
What will happen in the Merger?
A:
If the Merger is completed, Merger Sub will merge with and into Chase, whereupon the separate existence of Merger Sub will cease and Chase will be the Surviving Corporation and a wholly owned subsidiary of Parent. As a result of the Merger, Chase Common Stock will no longer be publicly traded, and you will no longer have any interest in Chase’s future earnings or growth. In addition, Chase Common Stock will be delisted from the NYSE American and deregistered under the Exchange Act, and Chase will no longer be required to file periodic reports with the Securities and Exchange Commission (the “SEC”) with respect to Chase Common Stock, in each case in accordance with applicable law, rules and regulations.
Q:
Who will own Chase after the Merger?
A:
Immediately following the Merger, Chase will be a wholly owned subsidiary of Parent.
Q:
What will I receive in the Merger?
A:
Upon the terms and subject to the conditions of the Merger Agreement (and subject to appraisal rights under Massachusetts law, if available), if the Merger is completed, the holders of Chase Common Stock will have the right to receive the Merger Consideration (i.e., $127.50 in cash, without interest), for each share of Chase Common Stock that they own immediately prior to the effective time of the Merger.
Q:
How does the Merger Consideration compare to the recent trading price of Chase Common Stock?
A:
The Merger Consideration of $127.50 per share represents a premium of approximately 3.6% to Chase’s closing stock price on June 9, 2023, the last trading day before the Leak. The closing price of Chase Common Stock on the NYSE American on August 30, 2023, the most recent practicable date prior to the date of this proxy statement, was $126.31 per share.
Q:
What will happen in the Merger to Chase equity awards?
A:
The Merger Agreement provides that at the effective time of the Merger, the outstanding equity awards of Chase will be treated as follows:
each Chase RSA will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares subject to such Chase RSA; provided that, subject to limited exceptions, each Chase RSA outstanding immediately prior to the effective time of the Merger that is granted after the date of the Merger Agreement will vest on a prorated basis (based on the time elapsed from the grant date until the effective time of the Merger, with the balance automatically canceled for no consideration at the effective time of the Merger);
each Chase PSA will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares of Chase Common Stock issued and outstanding under the Chase PSA immediately prior to the effective time of the Merger; and
each Chase Stock Option will automatically become fully vested and will be canceled and converted into the right to receive a cash payment, without interest, in an amount determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable per-share exercise price of such Chase Stock Option
14

TABLE OF CONTENTS

by (ii) the total number of shares of Chase Common Stock issuable in respect of such Chase Stock Option (and, if the exercise price per share for such Chase Stock Option is equal to or greater than the Merger Consideration, such Chase Stock Option will be automatically forfeited and canceled without consideration). With respect to each unvested Chase Incentive Stock Option, prior to the effective time of the Merger, Chase may, in consultation with Parent, provide the holder thereof an opportunity to exercise such Chase Incentive Stock Option effective immediately prior to the effective time of the Merger, with any Chase Incentive Stock Option remaining unexercised immediately prior to the effective time of the Merger being treated in accordance with the preceding sentence.
Q:
Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my shares of Chase Common Stock?
A:
Chase has concluded that Chase shareholders may be entitled to assert appraisal rights under Part 13 of the MBCA and to receive payment of the “fair value” for all (but not less than all) of their Chase shares in cash. The ultimate amount you may receive in an appraisal proceeding may be more than, the same as or less than the amount you would have received under the Merger Agreement. Chase shareholders who believe they are or may be entitled to appraisal rights in connection with the Merger must (i) deliver, before the vote is taken on the Merger proposal, written notice of the shareholder’s intent to demand payment, (ii) not vote the shareholder’s shares in favor of the Merger proposal and (iii) comply with the requirements of the MBCA. See “Appraisal Rights of Shareholders” beginning on page 88 of this proxy statement and the text of the Massachusetts appraisal rights statute, Part 13 of the MBCA, which is reproduced in its entirety as Annex C to this proxy statement.
Q:
What vote is required to approve and adopt the Merger Agreement?
A:
Assuming a quorum is present, the proposal to approve and adopt the Merger Agreement requires the affirmative vote of at least two-thirds of the shares of Chase Common Stock outstanding at the close of business on the record date and entitled to vote on the Merger proposal. In addition, under the Merger Agreement, the receipt of such required vote is a condition to the consummation of the Merger. Assuming a quorum is present, a failure to vote your shares of Chase Common Stock or an abstention from voting will have the same effect as a vote against the Merger proposal.
Q:
What vote is required to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger?
A:
The proposal to approve, on a non-binding, advisory basis, the compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger requires that the votes cast in favor of the proposal exceed the votes cast against the proposal; however, such vote is advisory (non-binding) only. If your shares of Chase Common Stock are represented at the Special Meeting but are not voted on the Merger-related compensation proposal, or if you vote to abstain on the Merger-related compensation proposal, this will not have an effect on the results of the advisory (non-binding) vote to approve the Merger-related compensation proposal. If you fail to submit a proxy and fail to attend and vote in person at the Special Meeting, or if you do not instruct your bank, broker or other nominee how to vote your shares of Chase Common Stock, your shares of Chase Common Stock will not be voted, but this will not have an effect on the advisory (non-binding) vote to approve the Merger-related compensation proposal except to the extent that it results in there being insufficient shares present at the Special Meeting to establish a quorum.
Q:
What vote is required to approve the proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement?
A:
The proposal to adjourn the Special Meeting, the approval of which is not required to complete the Merger, requires that, whether or not a quorum is present, the votes cast for such proposal by shareholders present via the Virtual Meeting Website or represented by proxy and entitled to vote at the Special Meeting exceed the votes cast against such proposal. Notwithstanding the inclusion of the proposal to adjourn the Special Meeting, Chase’s bylaws provide that a meeting of the shareholders (including the Special Meeting) may be adjourned by a lesser number (than required to establish a quorum) without further notice until a quorum is secured.
15

TABLE OF CONTENTS

Q:
Do any of Chase’s directors or officers have interests in the Merger that may differ from or be in addition to my interests as a shareholder?
A:
In considering the recommendation of the Chase Board of Directors with respect to the Merger proposal, you should be aware that our directors and executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of Chase shareholders generally. The Chase Board of Directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, and in recommending that the Merger Agreement be approved by the shareholders of Chase. See “The Merger (Proposal 1) - Interests of Chase’s Directors and Executive Officers in the Merger” beginning on page 56 and “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)” beginning on page 92 of this proxy statement.
Q:
How will the Chase Family Shareholders vote the shares of Chase Common Stock they hold?
A:
In connection with the execution of the Merger Agreement, and as a condition to Parent’s willingness to enter into the Merger Agreement, the Chase Family Shareholders have each entered into separate Voting Agreements with Parent. The shares beneficially owned by the Chase Family Shareholders represent, in the aggregate, approximately 20% of the outstanding shares of Chase Common Stock as of July 21, 2023. The Chase Family Shareholders have agreed, on the terms and subject to the conditions set forth in their respective Voting Agreements, to vote their shares of Chase Common Stock in favor of, among other things, the Merger and the adoption of the Merger Agreement, and against, among other things, any proposal relating to a competing transaction involving Chase. See “The Voting Agreements” beginning on page 85 of this proxy statement.
Q:
When do you expect the Merger to be completed?
A:
In order to complete the Merger, Chase must obtain the shareholder approval of the proposal to adopt the Merger Agreement described in this proxy statement and the other closing conditions under the Merger Agreement must be satisfied or waived. The parties to the Merger Agreement currently expect to complete the Merger in the fourth calendar quarter of 2023, although Chase cannot assure completion by any particular date, if at all. Because the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time.
Q:
What conditions must be satisfied to complete the Merger?
A:
There are several conditions which must be satisfied to complete the Merger, including, among other things, the expiration or termination of any applicable waiting period under the HSR Act, compliance with certain other regulatory filings and obtaining certain other regulatory approvals. The obligation of each party to consummate the Merger is also conditioned on the other party’s representations and warranties being true and correct (subject generally to a material adverse effect standard, with different standards applicable to certain representations and warranties) and the other party having complied with and performed in all material respects its obligations under the Merger Agreement required to be performed by it at or prior to the effective time of the Merger. Consummation of the Merger is not subject to any financing condition.
Q:
Why am I being asked to consider and act upon a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger?
A:
SEC rules require Chase to seek a non-binding, advisory vote to approve any agreements or understandings and compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger. Approval of this proposal by Chase shareholders is not required to complete the Merger. Furthermore, because the vote to approve such compensation is advisory only, it will not be binding on either Chase or Parent. Accordingly, if the Merger is approved by Chase shareholders and the Merger is completed, the compensation will be payable regardless of the outcome of the advisory vote to approve such compensation.
Q:
Do you expect the Merger to be taxable to Chase shareholders?
A:
The exchange of Chase Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. In general, if you are a U.S. Holder, you will recognize gain or loss equal to the difference between (i) the Merger Consideration you
16

TABLE OF CONTENTS

receive and (ii) the adjusted tax basis of the shares of Chase Common Stock you surrender in the Merger. If you are a Non-U.S. Holder, your exchange of shares of Chase Common Stock for the Merger Consideration generally will not result in U.S. federal income tax unless you have certain connections with the United States. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 96 of this proxy statement and consult your tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
Q:
Are there any other risks to me from the Merger that I should consider?
A:
Yes. There are risks associated with all business combinations, including the Merger. See the section entitled “Caution Regarding Forward-Looking Statements” beginning on page 23 of this proxy statement.
Q:
Who is entitled to vote at the Special Meeting?
A:
The record date for the Special Meeting is August 29, 2023. Only shareholders of record at the close of business on that date are entitled to attend and vote at the Special Meeting or any adjournment or postponement thereof. The only class of stock that can be voted at the meeting is Chase Common Stock. Each outstanding share of Chase Common Stock is entitled to one vote on all matters that come before the Special Meeting. At the close of business on the record date, there were 9,508,483 shares of Chase Common Stock issued and outstanding, approximately 12.8% of which were held by Chase’s directors and executive officers. We currently expect that, in addition to the shares to be voted under the Voting Agreements, all of Chase’s directors and executive officers will vote their shares in favor of the proposal to approve and adopt the Merger Agreement and the other proposals to be considered at the Special Meeting, although no director or executive officer is obligated to do so (except for the Chase Family Shareholders that are directors or executive officers of Chase, who are obligated to do so pursuant to the Voting Agreements).
Q:
How many votes do I have?
A:
Each holder of Chase Common Stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of Chase Common Stock that such holder owned as of the record date.
Q:
Who may attend the Special Meeting?
A:
Only shareholders as of the close of business on August 29, 2023, or their duly appointed proxies, and invited guests of Chase may attend the meeting via the Virtual Meeting Website. “Street name” holders (those whose shares are held through a broker, bank or other nominee) who wish to vote at the Special Meeting must obtain and submit a legal proxy, executed in your favor, from your broker, bank or other nominee giving you the right to vote your shares at the Special Meeting.
Q:
Who is soliciting my vote?
A:
The Chase Board of Directors is soliciting your proxy, and Chase will bear the cost of soliciting proxies. Innisfree has been retained to assist with the solicitation of proxies. Innisfree will be paid a solicitation fee of approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, custodians, and other like parties to the beneficial owners of shares of Chase Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Innisfree or, without additional compensation, by certain of Chase’s directors, officers and employees.
Q:
What do I need to do now?
A:
Carefully read and consider the information contained in and incorporated by reference into this proxy statement, including its annexes. Whether or not you expect to attend the Special Meeting, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Special Meeting.
17

TABLE OF CONTENTS

Q:
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
A:
If your shares of Chase Common Stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, to be the “shareholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by Chase. If your shares of Chase Common Stock are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Chase Common Stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares of Chase Common Stock, to be the shareholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares of Chase Common Stock by following their instructions for voting. You may virtually attend and vote at the Special Meeting only if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares.
Q:
How do I vote if my shares are registered directly in my name?
A:
If you are a shareholder of record, there are four methods by which you may vote at the Special Meeting:
Internet: To vote over the internet, log on to the voting site indicated on your enclosed proxy card and follow the instructions. If you vote over the internet, you do not have to mail in a proxy card. If you choose to submit your vote via proxy over the Internet, you must do so prior to 11:59 p.m., Eastern Time, on October 5, 2023 (the day before the Special Meeting).
Telephone: To vote by telephone, call the toll-free number indicated on your enclosed proxy card and follow the instructions. If you vote by telephone, you do not have to mail in a proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59 p.m., Eastern Time, on October 5, 2023 (the day before the Special Meeting).
Mail: To vote by mail, complete, sign and date the enclosed proxy card and return it by mail promptly in the postage paid, pre-addressed envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If we receive your validly executed proxy card before polls close at the Special Meeting, we will vote your shares as you direct.
Virtually During Meeting: To vote your shares during the Special Meeting, follow the instructions at www.virtualshareholdermeeting.com/CCF2023SM. On the day of the Special Meeting, Broadridge may be contacted at 1-844-986-0822 (US) or 1-303-562-9302 (International) to answer any questions regarding how to virtually attend the Special Meeting or if you encounter any technical difficulty accessing or during the Special Meeting.
Whether or not you plan to attend the meeting, we urge you to vote by proxy, whether by internet, by telephone or by mail, to ensure your vote is counted. You may still attend the meeting and vote your shares via the Virtual Meeting Website, even if you have already voted by proxy. If you later decide to vote at the Special Meeting, your previously submitted proxy will be automatically revoked. Please choose only one method to cast your vote by proxy. We encourage you to vote over the internet, which is a convenient, cost-effective and reliable alternative to returning a proxy card by mail.
Q:
How do I vote if my shares are held in the name of my broker (street name)?
A:
If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a voting instruction form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions. You may also virtually attend and vote at the Special Meeting if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares, which is typically included on the voting instruction form provided by your broker, bank or other nominee.
Q:
What is a proxy?
A:
A proxy is your legal designation of another person to vote your shares of Chase Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Chase Common Stock is called a “proxy card.”
18

TABLE OF CONTENTS

Q:
If a Chase shareholder gives a proxy, how are the shares voted?
A:
The individuals named on the enclosed proxy card, or your proxies, will vote your shares of Chase Common Stock in the way that you indicate. When completing the internet or telephone process or the proxy card, you may specify whether your shares of Chase Common Stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting. If you properly sign your proxy card but do not mark the boxes showing how your shares of Chase Common Stock should be voted on a matter, the shares represented by your properly signed proxy will be voted: (i) “FOR” the approval and adoption of the Merger Agreement; (ii) “FOR” the approval, on a non-binding, advisory basis, of certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger; and (iii) “FOR” the approval of an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve the Merger Agreement.
Q:
Can I change my vote after I submit my proxy?
A:
Yes. You can change or revoke your proxy at any time before the polls close at the Special Meeting or any adjournment or postponement thereof. If you are the record holder of your shares, you may change or revoke your proxy in any one of three ways:
you may submit another validly executed proxy bearing a later date, whether over the internet, by telephone or by mail;
you may send a written notice that is received prior to the polls closing at the Special Meeting (or any adjournment or postponement thereof) that you are revoking your proxy to the Office of the Secretary, Chase Corporation, 375 University Avenue, Westwood, Massachusetts 02090; or
you may attend the Special Meeting (or any adjournment or postponement thereof) and vote via the Virtual Meeting Website.
If your shares are held by your broker, bank or other nominee, you will have to follow the instructions provided by your broker, bank or other nominee to change or revoke your proxy.
If you have questions about how to vote or change your vote, please contact Innisfree, the firm assisting us in the solicitation of proxies, toll-free at 877-750-0666.
Q:
How can I obtain a proxy card?
A:
If you lose, misplace or otherwise need to obtain a proxy card, please follow the applicable procedure below.
For Chase shareholders of record: Please call Innisfree at 877-750-0666 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other locations).
For holders in “street name”: Please contact your account representative at your broker, bank or other similar institution.
Q:
What happens if I sell my shares of Chase Common Stock before the Special Meeting?
A:
The record date for the Special Meeting is earlier than the expected date of the Merger. If you own shares of Chase Common Stock as of the close of business on the record date but transfer your shares prior to the date of the Special Meeting, you will retain your right to vote at the Special Meeting, but the right to receive the Merger Consideration will pass to the person who holds your shares immediately prior to the effective time of the Merger.
Q:
What happens if I sell my shares of Chase Common Stock after the Special Meeting but before the effective time of the Merger?
A:
If you transfer your shares after the Special Meeting but before the effective time of the Merger, you will have transferred the right to receive the Merger Consideration to the person to whom you transfer your shares. In order to receive the Merger Consideration, you must hold your shares of Chase Common Stock through completion of the Merger.
19

TABLE OF CONTENTS

Q:
Should I surrender my book-entry shares or send in my stock certificates now?
A:
No. If the Merger is completed, the exchange agent for the Merger will send you a letter of transmittal and instructions for exchanging your shares of Chase Common Stock for the Merger Consideration. PLEASE DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY OR OTHERWISE SEND THEM TO CHASE, PARENT OR INNISFREE.
Q:
If I do not know where my stock certificates are, how will I get the Merger Consideration for my shares of Chase Common Stock?
A:
If the Merger is consummated, the transmittal materials you will receive after the closing of the Merger will include the procedures that you must follow if you cannot locate your stock certificate(s). This will include an affidavit that you will need to sign attesting to the loss of your stock certificates.
Q:
How many shares must be present to constitute a quorum for the meeting?
A:
The presence at the Special Meeting, by attendance via the Virtual Meeting Website or by proxy, of the holders of a majority of the shares of Chase Common Stock issued and outstanding and entitled to vote at the close of business on the record date will constitute a quorum. There must be a quorum for business to be conducted at the Special Meeting. Failure of a quorum to be present at the Special Meeting will necessitate an adjournment or postponement and will subject Chase to additional expense.
Q:
What if I abstain from voting?
A:
If you attend the Special Meeting or send in your validly executed proxy card, but abstain from voting on any proposal, your shares will still be counted for purposes of determining whether a quorum exists. Assuming a quorum is present, if you abstain from voting on the proposal to approve and adopt the Merger Agreement at the Special Meeting, it will have the same effect as a vote “AGAINST” such proposal. If you abstain from voting on the other two proposals, it will have no effect on the outcome of such proposals.
Q:
Will my shares be voted if I do not sign and return my proxy card or vote over the internet, by mail, by telephone or by attendance via the Virtual Meeting Website?
A:
If you are a registered shareholder and you do not sign and return your proxy card or vote over the internet, by telephone, by mail or by voting during the meeting via the Virtual Meeting Website, your shares will not be voted at the Special Meeting and if you do not sign and return your proxy card or vote over the internet, by telephone or attend the Special Meeting via the Virtual Meeting Website, your shares will not be counted for purposes of determining whether a quorum exists.
If your shares are held in street name and you do not issue instructions to your broker, bank or other nominee, your broker, bank or other nominee may vote your shares at its discretion on routine matters, but may not vote your shares on non-routine matters. Under NYSE American rules, all of the proposals in this proxy statement are non-routine matters. Accordingly, if your shares are held in “street name” and you do not issue instructions to your broker, bank or other nominee, your shares will not be voted at the Special Meeting and will not be counted for purposes of determining whether a quorum exists.
If you fail to complete, sign, date and return your proxy card by mail, or vote via the internet, by telephone or by attendance via the Virtual Meeting Website, it will have the same effect as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement assuming a quorum is present, but will have no effect on the other proposals.
Q:
What is a broker non-vote?
A:
Broker non-votes are shares held by brokers and other record holders that are present or represented by proxy at the Special Meeting, but with respect to which the broker or other record holder is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. Because brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of Chase Common Stock held in “street name” does not give voting instructions to the broker or other holder of record, then those shares will not be present or represented by proxy at the Special Meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement.
20

TABLE OF CONTENTS

If you do not instruct your broker, bank or other nominee to vote your shares, your shares will not be voted and the effect will be the same as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement. However, a failure to instruct your broker, bank or other nominee to vote on the non-binding proposal regarding Merger-related compensation for Chase’s named executive officers (assuming a quorum is present) or the proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies for the approval and adoption of the Merger Agreement (regardless of whether a quorum is present), will have no effect on the outcome of such proposals.
Q:
Will my shares held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?
A:
No. Because any shares you may hold in “street name” will be deemed to be held by a different shareholder than any shares you hold of record, any shares so held will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.
Q:
What does it mean if I receive more than one set of proxy materials?
A:
This means you own shares of Chase Common Stock that are registered under different names or are in more than one account. For example, you may own some shares directly as a shareholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must complete, sign and date all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares you own. Each proxy card you receive comes with its own postage-paid return envelope. If you submit your proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.
Q:
Who will count the votes?
A:
A representative from Broadridge will serve as the inspector of election.
Q:
Can I participate if I am unable to attend the Special Meeting?
A:
If you are unable to attend the Special Meeting, we encourage you to complete, sign, date and return your proxy card or to vote over the internet or by telephone in advance of the Special Meeting.
Q:
Where can I find the voting results of the Special Meeting?
A:
Chase intends to announce preliminary voting results at the Special Meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the Special Meeting. All reports that Chase files with the SEC are publicly available when filed.
Q:
What happens if the Merger is not completed?
A:
If the Merger Agreement is not approved and adopted by Chase shareholders or if the Merger is not completed for any other reason, Chase shareholders will not receive any payment for their shares of Chase Common Stock in connection with the Merger. Instead, Chase will remain an independent public company and shares of Chase Common Stock will continue to be listed and traded on the NYSE American.
The Merger Agreement provides that, upon termination of the Merger Agreement under certain circumstances, Chase will be required to pay to Parent the Termination Fee (i.e., a termination fee of $42 million in immediately available funds). The Merger Agreement also provides that Parent’s, Merger Sub’s and their affiliates’ collective liability for monetary damages for breaches under the Merger Agreement, the Limited Guarantee and the Equity Commitment Letter is subject to the Parent Liability Limitation.
21

TABLE OF CONTENTS

See the sections entitled “The Merger Agreement - Termination Fee Payable by Chase” and “The Merger Agreement - Remedies; Maximum Liability” beginning on pages 82 and 83, respectively, of this proxy statement, respectively, for a discussion of the circumstances under which such the Termination Fee will be required to be paid and Parent, Merger Sub or its affiliates may be liable to Chase for monetary damages, as described above.
Q:
What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?
A:
If Chase experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, Chase will promptly notify stockholders of the decision via the virtual meeting website. There will be technicians ready to assist you with any technical difficulties you may have accessing the Special Meeting live webcast. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please call Broadridge at 1-844-986-0822 (US) or 1-303-562-9302 (International).
Q:
How can I obtain additional information about Chase?
A:
Chase will provide copies of this proxy statement and its 2022 Annual Report to Chase shareholders, including its Annual Report on Form 10-K for the fiscal year ended August 31, 2022, without charge to any shareholder who makes a written request to our Secretary at Chase Corporation, 375 University Avenue, Westwood, Massachusetts 02090. Chase’s Annual Report on Form 10-K and other SEC filings may also be accessed at www.sec.gov or on Chase’s website at https://chasecorp.com/investor-relations/. Chase’s website address is provided as an inactive textual reference only. The information provided on or accessible through our website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to our website provided in this proxy statement.
Q:
How many copies of this proxy statement and related voting materials should I receive if I share an address with another shareholder?
A:
The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single annual report or proxy statement, as applicable, addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies.
Chase and some brokers may be householding our proxy materials by delivering proxy materials to multiple shareholders who request a copy and share an address, unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker if your shares are held in a brokerage account or Chase if you are a shareholder of record. You can notify us by sending a written request to Chase Corporation, 375 University Avenue, Westwood, Massachusetts 02090, Attn: Secretary, or calling (781) 332-0700. Shareholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by notifying Chase at the telephone and address set forth in the prior sentence. In addition, Chase will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement to a shareholder at a shared address to which a single copy of the documents was delivered pursuant to a prior request.
Q:
Whom should I contact if I have any questions?
A:
If you have questions about the Merger or the other matters to be voted on at the Special Meeting or desire additional copies of this proxy statement or additional proxy cards or otherwise need assistance voting, you should contact:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll free: (877) 750-0666
Banks and Brokers may call collect: (212) 750-5833
22

TABLE OF CONTENTS

CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement, and the documents incorporated by reference or otherwise referred to in this proxy statement, contain “forward-looking statements” within the meaning of Section 21E of the Exchange Act. Any statements contained in this proxy statement, and the documents incorporated by reference or otherwise referred to in this proxy statement, that are not statements of historical fact may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future operating and financial performance of Chase based on current assumptions relating to Chase’s business, the economy and future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs” and other words of similar meaning in connection with the discussion of future operating or financial performance, plans, actions or events. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, 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 changes in circumstances that are difficult to predict. Accordingly, Chase’s actual results may differ materially from those contemplated by the forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Forward-looking statements in this proxy statement, and the documents incorporated by reference or otherwise referred to in this proxy statement, include, among others, statements relating to:
the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including a termination of the Merger Agreement under circumstances that could require Chase to pay a termination fee;
the failure to receive, on a timely basis or otherwise, the required approvals by Chase shareholders and certain regulatory approvals with regard to the Merger Agreement;
the risk that a closing condition to the Merger Agreement may not be satisfied;
Chase’s and Parent’s ability to complete the proposed Merger on a timely basis or at all;
the failure of the Merger to be completed on a timely basis or at all for any other reason;
the risks that Chase’s business may suffer as a result of uncertainties surrounding the Merger;
the risk that any announcements relating to the Merger could have adverse effects on the market price of the Chase Common Stock;
the ability of Chase to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners pending the consummation of the Merger;
the possibility of disruption to Chase’s business from the proposed Merger, including increased costs and diversion of management time and resources;
limitations placed on Chase’s ability to operate its business under the Merger Agreement;
general economic, business and political conditions;
the outcome of any legal proceedings that may be instituted against Chase or others relating to the Merger Agreement or the Merger; and
other financial, operational and legal risks and uncertainties detailed from time to time in Chase’s SEC reports.
All forward-looking statements are inherently subject to a number of risks and uncertainties that could cause the actual results of Chase to differ materially from those reflected in forward-looking statements made in this proxy statement, and the documents incorporated by reference or otherwise referred to in this proxy statement, as well as in press releases and other statements made from time to time by Chase’s authorized officers. Such risks and uncertainties include, among others, the risk factors included in Item 1A of Chase’s Annual Report on Form 10-K for the fiscal year ended August 31, 2022 and under Part II, Item 1A of Chase’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2023. Chase does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
23

TABLE OF CONTENTS

THE COMPANIES
Chase Corporation
Chase is a global specialty chemicals company founded in 1946, and a leading manufacturer of protective materials for high-reliability applications across diverse market sectors. Chase’s strategy is to maximize the performance of our core businesses and brands while seeking future opportunities through strategic acquisitions. Through investments in facilities, systems and organizational consolidation we seek to improve performance and gain economies of scale. Chase is organized into three reportable operating segments: an Adhesives, Sealants and Additives segment, an Industrial Tapes segment and a Corrosion Protection and Waterproofing segment. The segments are distinguished by the nature of the products manufactured and how they are delivered to their respective markets. Chase’s manufacturing facilities are distinct to their respective segments apart from its O’Hara Township, PA, Blawnox, PA and Hickory, NC facilities, which produce products related to a combination of operating segments.
Chase’s principal executive office is located at 375 University Avenue, Westwood, Massachusetts 02090. Chase’s telephone number is (781) 332-0700. Chase’s internet website address is www.chasecorp.com. The information provided on the Chase website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to its website provided in this proxy statement.
Shares of Chase Common Stock are listed and traded on the NYSE American under the symbol “CCF.”
Formulations Parent Corporation
Parent is a Delaware corporation and was formed on July 20, 2023 by KKR, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and other documents or agreements executed and delivered in connection with the Merger Agreement. Upon the completion of the Merger, Chase will be a wholly owned subsidiary of Parent. The registered office of Parent is located at 4001 Kennett Pike, Suite 302, Wilmington, New Castle County, Delaware 19807 and its telephone number is (302) 731-1612.
Formulations Merger Sub Corporation
Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent and was formed on July 20, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and other documents or agreements executed and delivered in connection with the Merger Agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the completion of the Merger, Merger Sub will cease to exist with Chase continuing as the Surviving Corporation. The registered office of Merger Sub is located at 4001 Kennett Pike, Suite 302, Wilmington, New Castle County, Delaware 19807 and its telephone number is (302) 731-1612.
24

TABLE OF CONTENTS

THE SPECIAL MEETING
This proxy statement is being provided to the shareholders of Chase as part of a solicitation of proxies by the Chase Board of Directors for use at the Special Meeting to be held at the time specified below, and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement provides shareholders of Chase with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting or any adjournment or postponement thereof.
Date, Time and Place
The Special Meeting is scheduled to be held exclusively online via live webcast on October 6, 2023 at 9:00 a.m., Eastern Time. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CCF2023SM and using the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials. Please note you will not be able to attend the Special Meeting in person.
The webcast will start at 9:00 a.m., Eastern Time on October 6, 2023. We encourage you to allow ample time for online check-in, which will open at 8:30 a.m., Eastern Time. Please be sure to check in by 8:45 a.m., Eastern Time on October 6, 2023 (fifteen (15) minutes prior to the start of the meeting is recommended), so that any technical difficulties may be addressed before the Special Meeting live webcast begins.
We have created and implemented the virtual format in order to facilitate shareholder attendance and participation by enabling shareholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual special meeting makes it possible for more shareholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving Chase and its shareholders time and money, especially as physical attendance at meetings has dwindled. We also believe that the online tools we have selected will increase shareholder communication. For example, the virtual format allows shareholders to communicate with us in advance of, and during, the Special Meeting so they can ask questions of the Chase Board of Directors or management. During the live Q&A session of the Special Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Special Meeting, as time permits.
Both shareholders of record and street name shareholders will be able to attend the Special Meeting via live webcast, submit their questions during the meeting and vote their shares electronically at the Special Meeting.
If you are a registered holder, your 16-digit control number will be included in the proxy materials.
If you hold your shares beneficially through a bank or broker, you may virtually attend and vote at the Special Meeting if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares, which is typically included on the voting instruction form provided by your bank or broker. Instructions on how to connect and participate via the Internet are posted at www.virtualshareholdermeeting.com/CCF2023SM.
Technical Difficulties
There will be technicians ready to assist you with any technical difficulties you may have accessing the Special Meeting live webcast. Please be sure to check in by 8:45 a.m., Eastern Time on October 6, 2023 (fifteen (15) minutes prior to the start of the meeting is recommended), so that any technical difficulties may be addressed before the Special Meeting live webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please call Broadridge at 1-844-986-0822 (US) or 1-303-562-9302 (International).
Purpose of the Special Meeting
At the Special Meeting, Chase shareholders will be asked to consider and vote on the following:
a proposal to approve and adopt the Merger Agreement, which is further described in the sections entitled “The Merger (Proposal 1)” and “The Merger Agreement” beginning on pages 31 and 63, respectively, of this proxy statement;
a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger, discussed under
25

TABLE OF CONTENTS

the sections entitled “The Merger (Proposal 1) - Interests of Chase’s Directors and Executive Officers in the Merger” and “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)” beginning on pages 56 and 92, respectively, of this proxy statement; and
a proposal to approve an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
Chase shareholders must approve and adopt the Merger Agreement for the Merger to occur. If Chase shareholders fail to approve and adopt the Merger Agreement, the Merger will not occur. The advisory vote on compensation payable to our named executive officers in connection with the Merger is a vote separate and apart from the vote to approve and adopt the Merger Agreement. Accordingly, a shareholder may vote to approve the Merger Agreement and not vote to approve the executive compensation payable in connection with the Merger and vice versa. The vote with respect to executive compensation that will or may become payable by Chase to its named executive officers in connection with the Merger is advisory in nature and will not be binding on either Chase or Parent. If the Merger Agreement is adopted by the shareholders and the Merger is completed, the executive compensation that will or may become payable by Chase to its named executive officers in connection with the Merger may be paid to Chase’s named executive officers even if shareholders do not adopt the payment of that compensation.
Chase does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof. If any other matters are properly presented at the Special Meeting or any adjournment or postponement thereof for consideration, however, the holders of the proxies will have discretion to vote on these matters.
Recommendation of the Chase Board of Directors
After careful consideration and based in part on the recommendation of the Chase Special Committee, the Chase Board of Directors, by a unanimous vote, approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Certain factors considered by the Chase Board of Directors in reaching its decision to authorize and approve the Merger Agreement and the Merger can be found in the section entitled “The Merger (Proposal 1) - Chase’s Reasons for the Merger” beginning on page 43 of this proxy statement.
The Chase Board of Directors recommends that the Chase shareholders vote “FOR” the proposal to approve and adopt the Merger Agreement, “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger and “FOR” the proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
Record Date; Shareholders Entitled to Vote
Only holders of record of Chase Common Stock at the close of business on August 29, 2023, the record date for the Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting. At the close of business on the record date, 9,508,483 shares of Chase Common Stock were issued and outstanding and held by 241 holders of record.
Holders of record of Chase Common Stock are entitled to one vote for each share of Chase Common Stock they own at the close of business on the record date.
Quorum
The presence at the Special Meeting, by attendance via the Virtual Meeting Website or by proxy, of the holders of a majority of the shares of Chase Common Stock issued and outstanding and entitled to vote at the close of business on the record date will constitute a quorum. Any shares of Chase Common Stock held by Chase or any of its direct or indirect majority-owned subsidiaries, other than shares held in a fiduciary capacity, are not considered to be entitled to vote for purposes of determining a quorum. There must be a quorum for business to be conducted at the Special Meeting. Failure of a quorum to be present at the Special Meeting will necessitate an adjournment or postponement and will subject Chase to additional expense. Once a share is present or represented by proxy at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting and any
26

TABLE OF CONTENTS

adjournment of the Special Meeting, unless the shareholder attends solely to object to lack of notice, defective notice, or the conduct of the meeting on other grounds and does not vote the shares or otherwise consent that they are to be deemed present. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. If you submit a properly executed proxy card, even if you abstain from voting, your shares will be counted for purposes of calculating whether a quorum is present at the Special Meeting.
Required Vote
Approval and adoption of the Merger Agreement requires the affirmative vote of at least two-thirds of the shares of Chase Common Stock outstanding at the close of business on the record date and entitled to vote on the Merger proposal. The proposal to adjourn the Special Meeting, including if necessary to permit further solicitation of proxies, requires that, whether or not a quorum is present, the votes cast for such proposal by shareholders present via the Virtual Meeting Website or represented by proxy and entitled to vote at the Special Meeting exceed the votes cast against such proposal. Notwithstanding the inclusion of the proposal to adjourn the Special Meeting, Chase’s bylaws provide that a special meeting may be adjourned by a lesser number (than required to establish a quorum) without further notice until a quorum is secured. The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger requires that a quorum be present and that the votes cast for such proposal by shareholders present via the Virtual Meeting Website or represented by proxy and entitled to vote at the Special Meeting exceed the votes cast against such proposal.
Abstentions and Broker Non-Votes
An abstention occurs when a shareholder attends a meeting, either by attendance via the Virtual Meeting Website or by proxy, but abstains from voting on a particular proposal. At the Special Meeting, abstentions will be counted in determining whether a quorum is present, and will have the same effect as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement. At the Special Meeting, abstentions will have no effect on the outcomes of the non-binding proposal regarding Merger-related compensation for Chase’s named executive officers (assuming a quorum is present) or the proposal to adjourn the Special Meeting (whether or not a quorum is present), including if necessary to permit further solicitation of proxies.
If no instruction as to how to vote is given in a validly executed, duly returned and not revoked proxy, the proxy will be voted “FOR” (i) the proposal to approve and adopt the Merger Agreement; (ii) the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Chase to its named executive officers that is based on or otherwise relates to the Merger; and (iii) the proposal to approve the adjournment of the Special Meeting, including if necessary to solicit additional proxies, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
Broker non-votes are shares held by brokers and other record holders that are present or represented by proxy at the Special Meeting, but with respect to which the broker or other record holder is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. Because brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of Chase Common Stock held in “street name” does not give voting instructions to the broker or other holder of record, then those shares will not be present or represented by proxy at the Special Meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement. Assuming a quorum is present, if you do not instruct your broker, bank or other nominee to vote your shares, your shares will not be voted and the effect will be the same as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement. However, a failure to instruct your broker, bank or other nominee to vote on the proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies for the approval and adoption of the Merger Agreement or, assuming a quorum is present, the proposal regarding the advisory vote on named executive officer Merger-related compensation, will have no effect on the outcome of such proposals.
Failure to Vote
If you are a registered shareholder and you do not sign and return your proxy card or vote over the internet, by telephone or by voting during the Special Meeting via the Virtual Meeting Website, your shares will not be voted at the Special Meeting and if you do not sign and return your proxy card or vote over the internet, by telephone or attend
27

TABLE OF CONTENTS

the Special Meeting via the Virtual Meeting Website, your shares will not be counted for purposes of determining whether a quorum exists. If you are the record owner of your shares and you fail to vote, it will have the same effect as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement assuming a quorum is present but will have no effect on the proposal to adjourn the Special Meeting (whether or not a quorum is present), including if necessary to permit further solicitation of proxies, and the advisory vote on named executive officer Merger-related compensation (assuming a quorum is present).
Voting by Chase’s Directors and Executive Officers
At the close of business on the record date, directors and executive officers of Chase and their affiliates were entitled to vote 1,220,017 shares of Chase Common Stock, or approximately 12.8% of the shares of Chase Common Stock issued and outstanding on that date. We currently expect that, in addition to the shares to be voted under the Voting Agreements, all of Chase’s directors and executive officers will vote their shares in favor of the proposal to approve the Merger Agreement and the other proposals to be considered at the Special Meeting, although no director or executive officer is obligated to do so (except for the Chase Family Shareholders that are directors or executive officers of Chase, who are obligated to do so pursuant to the Voting Agreements).
Voting at the Special Meeting
To participate in the Special Meeting, please visit www.virtualshareholdermeeting.com/CCF2023SM and enter the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials. If you hold your shares in “street name” and did not receive a voting instruction form from your bank or broker, you will need to obtain a specific control number from your bank, broker or other nominee giving you the right to vote such shares. If you wish to submit a question during the Special Meeting, type your question into the “Ask a Question” field, and click “Submit.” If your question is properly submitted during the relevant portion of the meeting agenda, we will respond to your question during the live webcast.
If we experience technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify shareholders of the decision via email notification. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please call Broadridge at 1-844-986-0822 (US) or 1-303-562-9302 (International).
Shareholders of record may also authorize the persons named as proxies on the proxy card to vote their shares by (i) signing, dating, completing and returning the proxy card by mail; (ii) via the internet; or (iii) by telephone, as described below. Chase encourages you to vote over the internet as Chase believes this is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed. The internet provides a convenient, cost-effective alternative to returning your proxy card by mail or voting by telephone. If you vote your shares over the internet, you may incur costs associated with electronic access, such as usage charges from internet access providers. If you choose to vote your shares over the internet, there is no need for you to mail back your proxy card.
If your shares are held by your broker, bank or other nominee, you will receive a voting instruction form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.
If you hold shares in more than one account, you may receive more than one proxy or voting instruction form. To be sure that all of your shares are represented at the meeting, you must submit your proxy or voting instructions with respect to each proxy or voting instruction form you receive.
To Vote Over the Internet:
To vote over the internet, log on to the website indicated on your enclosed proxy card and follow the instructions. If you vote over the internet, you do not have to mail in a proxy card. If you choose to submit your vote via proxy over the Internet, you must do so prior to 11:59 p.m., Eastern Time, on October 5, 2023 (the day before the Special Meeting).
28

TABLE OF CONTENTS

To Vote By Telephone:
To vote by telephone, call the toll-free number indicated on your enclosed proxy card and follow the instructions. If you vote by telephone, you do not have to mail in a proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59 p.m., Eastern Time, on October 5, 2023 (the day before the Special Meeting).
To Vote By Mail:
To vote by mail, complete, sign, date and return the enclosed proxy card by mail in the pre-addressed, postage-paid envelope provided.
If you return your validly executed proxy card without indicating how you want your shares of Chase Common Stock to be voted with regard to a particular proposal, your shares of Chase Common Stock will be voted in favor of each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.
Revocation of Proxies
You can revoke your proxy at any time before the polls close at the Special Meeting or any adjournment or postponement thereof. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:
you may submit another validly executed proxy bearing a later date, whether over the internet, by telephone or by mail that is received prior to the polls closing at the Special Meeting (or any adjournment or postponement thereof);
you may send a written notice that is received prior to the polls closing at the Special Meeting (or any adjournment or postponement thereof) indicating that you are revoking your proxy to the Office of the Secretary, Chase Corporation, 375 University Avenue, Westwood, Massachusetts 02090; or
you may attend the Special Meeting (or any adjournment or postponement thereof) and vote via the Virtual Meeting Website.
If your shares are held by your broker, bank or other nominee, you will have to follow the instructions provided by your broker, bank or other nominee to revoke your proxy.
If you have questions about how to vote or change your vote, you should contact the firm assisting us with the solicitation of proxies, Innisfree, toll-free at 877-750-0666.
Shares Held in Name of Broker
If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a voting instruction form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.
Tabulation of Votes
A representative from Broadridge will serve as the inspector of election.
Solicitation of Proxies
The Chase Board of Directors is soliciting your proxy, and Chase will bear the cost of soliciting proxies. Innisfree has been retained to assist with the solicitation of proxies. Innisfree will be paid a solicitation fee of approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of Chase Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Innisfree or, without additional compensation, by certain of Chase’s directors, officers and employees.
29

TABLE OF CONTENTS

Adjournment
In addition to the proposal to approve and adopt the Merger Agreement and the advisory vote on named executive officer Merger-related compensation, Chase shareholders are also being asked to approve a proposal to, as permitted under the terms of the Merger Agreement, adjourn the Special Meeting for the purpose of soliciting additional proxies in favor of the proposal to approve and adopt the Merger Agreement if there are not sufficient votes at the time of the Special Meeting to approve and adopt the Merger Agreement. If this proposal to adjourn the Special Meeting is approved, the Special Meeting could be adjourned by Chase as permitted under the terms of the Merger Agreement to a later date. In addition, Chase, as permitted under the terms of the Merger Agreement, could postpone the meeting before it commences, whether for the purpose of soliciting additional proxies or for other reasons. If the Special Meeting is adjourned for the purpose of soliciting additional proxies, shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting or any adjournment or postponement thereof. If you return a proxy and do not indicate how you wish to vote on any proposal, your shares will be voted in favor of such proposal.
Notwithstanding the inclusion of the proposal to adjourn the Special Meeting, Chase’s bylaws provide that a meeting of the shareholders (including the Special Meeting) may be adjourned by a lesser number (than required to establish a quorum) without further notice until a quorum is secured.
The Chase Board of Directors recommends a vote “FOR” the proposal to adjourn the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.
Other Information
You should not send documents representing Chase Common Stock with the proxy card. If the Merger is completed, the exchange agent for the Merger will send you a letter of transmittal and instructions for exchanging your shares of Chase Common Stock for the Merger Consideration.
30

TABLE OF CONTENTS

THE MERGER (PROPOSAL 1)
The discussion of the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the Merger Agreement carefully as it is the legal document that governs the Merger.
Effects of the Merger
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, Merger Sub will be merged with and into Chase in accordance with the MBCA and the DGCL. As a result of the Merger, the separate existence of Merger Sub will cease, and Chase will survive the Merger as a wholly owned subsidiary of Parent.
At the effective time of the Merger, each outstanding share of Chase Common Stock (other than any shares held by Chase (as treasury stock), Parent, Merger Sub or any other subsidiary of Parent or Chase, or any shareholder who has properly demanded and perfected and not validly withdrawn appraisal rights, if available, in accordance with Massachusetts law) will be automatically converted into the right to receive the Merger Consideration (i.e., $127.50 in cash, without interest).
Upon consummation of the Merger, your shares of Chase Common Stock will no longer be outstanding and will automatically be canceled and cease to exist in exchange for payment of the Merger Consideration described above unless you have properly demanded and perfected and not validly withdrawn appraisal rights, if available, in accordance with Massachusetts law. As a result, you will not own any shares of the Surviving Corporation, and you will no longer have any interest in its future earnings or growth. As a result of the Merger, Chase will cease to be a publicly-traded company and will be wholly owned by Parent. Following consummation of the Merger, the Surviving Corporation will terminate the registration of Chase Common Stock on the NYSE American and Chase will no longer be subject to reporting obligations under the Exchange Act.
Upon consummation of the Merger, each Chase RSA will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares subject to such Chase RSA; provided that, subject to limited exceptions, each Chase RSA outstanding immediately prior to the effective time of the Merger that is granted after the date of the Merger Agreement will vest on a prorated basis (based on the time elapsed from the grant date until the closing of the Merger, with the balance automatically canceled for no consideration at the effective time of the Merger). Each Chase PSA will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares of Chase Common Stock issued and outstanding under the Chase PSA immediately prior to the effective time of the Merger.
Each Chase Stock Option will automatically become fully vested and will be canceled and converted into the right to receive a cash payment, without interest, in an amount determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable per-share exercise price of such Chase Stock Option by (ii) the total number of shares of Chase Common Stock issuable in respect of such Chase Stock Option (and, if the exercise price per share for such Chase Stock Option is equal to or greater than the Merger Consideration, such Chase Stock Option will be forfeited and canceled without consideration). With respect to each unvested Chase Incentive Stock Option, prior to the effective time of the Merger, Chase may, in consultation with Parent, provide the holder thereof an opportunity to exercise such Chase Incentive Stock Option effective immediately prior to the effective time of the Merger, with any Chase Incentive Stock Option remaining unexercised immediately prior to the effective time of the Merger being treated in accordance with the preceding sentence.
If, during the period between the date of the Merger Agreement and the effective time of the Merger, any change in the outstanding shares of capital stock of Chase occurs by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares or any stock dividend thereon with a record date during such period, excluding any change that results from the vesting or satisfaction of performance conditions applicable to any Chase RSAs, Chase PSAs or exercise of Chase Stock Options, the Merger Consideration and any other amounts payable pursuant to the Merger Agreement will be appropriately adjusted.
31

TABLE OF CONTENTS

Effects on Chase If the Merger Is Not Completed
If the Merger Agreement is not approved and adopted by Chase shareholders or if the Merger is not completed for any other reason, Chase shareholders will not receive any payment for their shares of Chase Common Stock in connection with the Merger. Instead, Chase will remain an independent public company and shares of Chase Common Stock will continue to be listed and traded on the NYSE American. In addition, if the Merger is not completed, Chase shareholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the industry in which Chase operates, the servicing of Chase’s debt, market volatility and adverse economic conditions.
Furthermore, if the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, it is likely that the price of Chase Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Chase 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 completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Chase Common Stock. If the Merger Agreement is not approved and adopted by Chase shareholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Chase will be offered or that Chase’s business, prospects or results of operation will not be adversely impacted.
In addition, the Merger Agreement provides that, upon termination of the Merger Agreement under certain circumstances, Chase will be required to pay to Parent the Termination Fee (i.e., a termination fee of $42 million in immediately available funds), upon the terms of the Merger Agreement. The Merger Agreement also provides that Parent’s liability for monetary damages for breaches of the Merger Agreement is subject to the Parent Liability Limitation. See the section entitled “The Merger Agreement - Termination Fee Payable by Chase” and “The Merger Agreement - Remedies; Maximum Liability” beginning on pages 82 and 83, respectively, of this proxy statement, respectively, for a discussion of the circumstances under which such the Termination Fee will be required to be paid and Parent may be liable to Chase for monetary damages, as described above.
Background of the Merger
The Chase Board of Directors, together with members of Chase’s senior management team, regularly reviews and assesses Chase’s operations, performance, prospects and strategic direction. In connection therewith, and with the assistance of legal and financial advisors, the Chase Board of Directors and Chase management have considered potential strategic alternatives for Chase, including potential business combinations or other transactions, to strengthen Chase’s business and maximize shareholder value. In addition, from time to time Chase has received unsolicited inquiries from third parties seeking to determine Chase’s interest in a business combination transaction.
In late 2022, at the direction of the Chase Board of Directors, Chase management began preparing certain unaudited financial forecasts as part of preparing for a potential broader review of strategic alternatives.
On November 2, 2022, a private equity sponsor contacted Adam P. Chase, Chase’s President, Chief Executive Officer and a director of the Chase Board of Directors, on an unsolicited basis to express an interest in exploring the possibility of a transaction with Chase, including possible business transactions with one of its portfolio companies (such portfolio company is referred to herein as “Party A”), if Chase determined to pursue such a path, but no price and no specific terms were proposed by such private equity sponsor or discussed.
On November 17, 2022, members of Chase management met with representatives of Perella Weinberg to discuss a variety of strategic alternatives available to Chase including potential merger and acquisition strategies. Following this meeting and as discussed below, representatives of Perella Weinberg consulted with Chase from time to time prior to being formally engaged by Chase. As described below, Perella Weinberg was formally engaged as a financial advisor to Chase on April 12, 2023.
On November 29, 2022, Mr. Chase and representatives of Party A had a meeting to discuss potential strategic rationales for possible business transactions between Chase and Party A.
On December 5, 2022, Chase and Party A entered into a mutual confidentiality agreement to facilitate the exchange of confidential information in connection with possible business transactions between Chase and Party A. The confidentiality agreement included a customary standstill provision, but such standstill provision has terminated in accordance with its terms upon Chase’s entry into the Merger Agreement.
32

TABLE OF CONTENTS

On December 5, 2022 through January 30, 2023, there were various meetings between representatives of Chase and Party A to discuss potential strategic rationales with respect to, and synergies that could arise from, possible transactions between Chase and Party A, during which Chase provided certain non-public information to Party A, pursuant to and subject to the terms of their mutual confidentiality agreement. No definitive proposal with respect to a transaction between Chase and Party A was made, and there was no discussion with respect to the specific price at which either party would be willing to proceed with a possible transaction.
On January 5, 2023, members of Chase management met with representatives of Perella Weinberg to further discuss changes in the industry and markets in which Chase operates as well as the strategic alternatives potentially available to Chase.
On February 7, 2023, Chase management provided its initial fiscal year 2023 EBITDA estimate of $116 million to Party A, pursuant to and subject to the terms of their mutual confidentiality agreement.
In March 2023, Chase management revised the above described EBITDA estimate to $111 million, primarily due to lower than expected sales volumes and unfavorable shifts in customer demand, and provided the revised estimate to Party A.
On March 30, 2023, the Chase Board of Directors held a meeting at which members of Chase management and representatives of Perella Weinberg were also present. Chase management updated the Chase Board of Directors regarding (i) Chase’s business model and potential growth, (ii) the headwinds facing the business and industry, including a softer than expected demand environment, weaker than expected business conditions in China and continued customer de-stocking, (iii) the continued execution of Chase’s strategic plan on a stand-alone basis, (iv) potential business combinations and (v) other potential options to enhance shareholder value. Representatives of Perella Weinberg reviewed with the Chase Board of Directors the current state of the industry and markets in which Chase operates, certain preliminary financial information relating to Chase, and an overview of strategic alternatives available to Chase. Representatives of Perella Weinberg then left the meeting. After careful consideration, the Chase Board of Directors directed Chase management to undertake a long-term strategic review of Chase and its business and potential strategic alternatives with the assistance of a financial advisor. After evaluating Perella Weinberg’s qualifications, credentials and independence, including, among other things, Perella Weinberg’s significant familiarity with Chase’s business and industry and experience running strategic review processes, and the Chase Board of Directors’ significant familiarity with the representatives of Perella Weinberg based on prior potential strategic reviews undertaken by Chase, the Chase Board of Directors approved engagement of Perella Weinberg as its financial advisor to assist in the strategic review, including entry into a proposed engagement letter with Perella Weinberg.
On April 12, 2023, at the direction of the Chase Board of Directors, Chase entered into an engagement letter with Perella Weinberg as its financial advisor with respect to its exploration of potential strategic alternatives.
On April 13, 2023, Party A submitted an unsolicited verbal non-binding proposal to acquire Chase at a price per share between $115.00 and $117.00, in cash (the “April 13 Proposal”), which Party A indicated was based on information shared to date.
On April 19, 2023, the Chase Board of Directors held a meeting to discuss the April 13 Proposal from Party A at which members of Chase management and, at the invitation of the Chase Board of Directors, representatives of Perella Weinberg were also present. The Chase Board of Directors discussed with representatives of Perella Weinberg the April 13 Proposal from Party A and the range of options for responding to Party A, as well as other strategic alternatives potentially available to Chase, including the continued execution of Chase’s strategic plan on a stand-alone basis (which included certain unaudited financial forecasts prepared by Chase management), potential business combinations, disposals and other potential options to enhance shareholder value. At the conclusion of these discussions, the Chase Board of Directors directed representatives of Perella Weinberg to inform Party A that it would need to significantly increase the value of its offer in order for the Chase Board of Directors to consider a potential transaction and that if Party A remained interested it should submit a revised proposal in writing within ten days reflecting a higher valuation. The Chase Board of Directors also indicated that Party A should provide additional details regarding the proposed structure and time required to complete diligence and secure financing in such revised proposal.
33

TABLE OF CONTENTS

On April 20, 2023, in response to the April 13 Proposal from Party A, Party A was informed that Party A would need to significantly increase the value of its offer in order for the Chase Board of Directors to consider a potential transaction and that if Party A remained interested it should submit a revised proposal in writing reflecting a higher valuation and providing additional details (as described above) within ten days.
On April 25, 2023, at the direction of the Chase Board of Directors, members of Chase management engaged Davis Polk & Wardwell LLP (“Davis Polk”) to serve as Chase’s legal advisor in connection with Chase’s strategic review.
Also on April 25, 2023, the Chase Board of Directors held a meeting at which members of Chase management and, at the invitation of the Chase Board of Directors, representatives of Perella Weinberg and Davis Polk were also present. Representatives of Perella Weinberg provided an overview to the Chase Board of Directors of potential strategic alternatives, including potential business combinations and other potential options to enhance shareholder value. The Chase Board of Directors also discussed with Chase’s advisors various factors that might be taken into account when considering any proposals that might be received, including the differences associated with transactions involving financial or strategic buyers. After consulting with representatives of Perella Weinberg and Davis Polk, the Chase Board of Directors and management discussed and assessed the possibility of engaging in a market check with other potential buyers of Chase, and representatives of Davis Polk gave the Chase Board of Directors an overview of directors’ fiduciary duties, including as it relates to assessing any proposals received from third parties. Following deliberation and discussion with Chase management and its advisors, the Chase Board of Directors determined that it would continue evaluating the risks and benefits of potential strategic alternatives, but that it would wait to see if Party A submitted a revised proposal before deciding whether to more actively pursue a potential transaction.
On April 26, 2023, Party A submitted to members of Chase management an unsolicited, non-binding written indication of interest to acquire Chase at a price per share of $118.00, in cash, and requested exclusivity for a period of 30 days with Chase (the “April 26 Proposal”). Party A provided a highly confident letter from one of its lenders, but did not provide any additional details regarding its financing arrangements.
On May 5, 2023, the Chase Board of Directors held a meeting at which members of Chase management and, at the invitation of the Chase Board of Directors, representatives of Perella Weinberg and Davis Polk also were present. Representatives of Perella Weinberg reviewed with the Chase Board of Directors the April 26 Proposal from Party A, and also discussed other strategic alternatives potentially available to Chase, including potential business combinations, disposals and other potential options to enhance shareholder value. The Chase Board of Directors discussed with Chase management and its advisors contacting certain parties that were viewed as the third parties most likely to be interested in a business combination with Chase and capable of making a compelling and actionable proposal to acquire Chase and executing such a transaction. Following discussion, the Chase Board of Directors determined that it would not grant Party A’s request for exclusivity, and concluded that the April 26 Proposal did not represent a sufficiently compelling value proposition to Chase, but that Chase should allow Party A to conduct additional due diligence, with the message that the Chase Board of Directors would expect Party A to submit a higher proposal if they were to consider further engagement with Party A. After discussion, and taking into account certain factors including confidentiality, the potential risk of a leak and minimizing the diversion of Chase management’s resources from Chase’s strategic plan, the Chase Board of Directors instructed representatives of Perella Weinberg to conduct a targeted outreach to certain other private equity sponsors (referred to herein as “Party B” and “Party C”) and a private strategic buyer (referred to herein as “Party D”) to assess their level of interest in pursuing a potential strategic transaction with Chase, based on the fact that these parties were considered by Chase management, taking into account discussions that representatives of Perella Weinberg had with the Chase Board of Directors, as the third parties most likely to be interested in a business combination with Chase and capable of making a compelling and actionable proposal to acquire Chase and executing such a transaction. The Chase Board of Directors further determined that it would be advisable to empower a special committee (the “Chase Special Committee”) consisting of independent directors Dana Mohler-Faria, Thomas DeByle, Thomas Wroe Jr., and Chad McDaniel, which had previously been established to evaluate potential transactions involving the Edward L. Chase Revocable Trust (the “Trust”), to assist the Chase Board of Directors in managing the process of exploring strategic alternatives and to assess any actual or perceived conflicts of interests should they arise, and further determined that the Chase Board of Directors would not recommend, authorize or approve any transaction unless it was recommended by the Chase Special Committee. The Chase Board of Directors did not believe that any conflicts of interest existed at the time the special committee was formed or at any other time during the consideration of a potential transaction.
34

TABLE OF CONTENTS

Between May 8 and May 9, 2023, at the direction of the Chase Board of Directors, Party B, Party C and Party D were contacted to solicit their potential interest in a strategic transaction with Chase, and they were each sent a form of non-disclosure agreement. Party D requested 24 hours to consider whether it was interested in pursuing a transaction at such time.
On May 10, 2023, Party A was informed that the Chase Board of Directors decided to not grant it exclusivity. Party A was also notified that Party A was allowed to conduct additional diligence, but Party A would need to submit a higher proposal for the Chase Board of Directors to consider a transaction with Party A. At the direction of the Chase Board of Directors, Party A was invited to conduct additional due diligence on Chase as part of the first phase of Chase’s formal strategic review process, with the expectation that Party A would look to improve the April 26 Proposal.
Also on May 10, 2023, Party B executed the non-disclosure agreement, which included a customary standstill provision, but such standstill provision permitted Party B to make a confidential offer to participate in a potential business combination transaction with Chase and which terminated, in accordance with its terms, upon Chase’s entry into the Merger Agreement. Party B was then granted access to a virtual data room containing certain non-public information regarding Chase, and was provided with access to substantially the same information Party A had received to date, with the exception of certain information that had been requested by Party A to conduct analysis of potential synergies and was not relevant to Party B.
On May 12, 2023, representatives of Perella Weinberg provided a general update to the Chase Board of Directors regarding recent conversations with Party A, Party B, Party C, and Party D.
Commencing the week of May 15, 2023 and continuing through the end of May 2023, representatives of Perella Weinberg furnished copies of presentation materials prepared by Chase management to Party A and Party B to facilitate their respective due diligence.
On May 15, 2023, Party A and Party B were instructed to submit a written, non-binding indication of interest prior to June 2, 2023.
On May 16, 2023, in response to Chase’s indication that it was willing to address select, priority due diligence requests, Party A submitted certain due diligence requests and Party B submitted a targeted due diligence request list. Also on May 16, 2023, Party A and Party B each confirmed its intention to submit a written, non-binding indication of interest prior to June 2, 2023. At this time, Chase consented to allowing Party B to hire a financial advisor with whom they could share information under their non-disclosure agreement in order to facilitate their review of a potential transaction.
Also on May 16, 2023, Party C and Party D entered into non-disclosure agreements, each of which included a customary standstill provision, but neither of which would restrict such party from making a confidential offer to participate in a potential business combination transaction with Chase and which terminated, in accordance with their terms, upon Chase’s entry into the Merger Agreement. Both Party C and Party D were granted access to the virtual data room, and, from this point forward in the strategic review process, substantially the same information was made available to all potential bidders with access to the virtual data room, with the exception of information provided specifically for a party that could compromise the identity of that party to others. Each of Party C and Party D was requested to, and also confirmed its intention to submit a written, non-binding indication of interest prior to June 2, 2023.
On May 18, 2023, representatives of Party B were provided with certain unaudited financial forecasts (as updated on July 7, 2023 and on July 14, 2023, the “Management Projections”), which had been prepared by Chase management using the forecasts previously provided to the Chase Board of Directors on April 19, 2023 and contained certain consolidated metrics (see the section entitled “The Merger (Proposal 1) – Projected Financial Information” beginning on page 54 of this proxy statement for a further description of the Management Projections). Such Management Projections included a further downward revised fiscal year 2023 EBITDA estimate of $104 million, primarily due to lower than expected sales volumes and unfavorable shifts in customer demand, which was $7 million lower than the previous estimate provided to Party A in March 2023.
On May 19, 2023, the Chase Board of Directors held a meeting at which members of Chase management and, at the invitation of the Chase Board of Directors, representatives of Perella Weinberg and Davis Polk also were present. At such meeting, with the aid of a written presentation distributed to the Chase Board of Directors in advance of the meeting, Chase management and representatives of Perella Weinberg updated the Chase Board of Directors
35

TABLE OF CONTENTS

regarding the strategic review process undertaken to date, including the status of discussions with Party A, Party B, Party C and Party D, and that Chase expected to receive each such party’s initial non-binding indications of interest prior to June 2, 2023, and further discussed the other potential strategic alternatives reviewed during the Chase Board of Director’s May 5, 2023 meeting, including potential parties for outreach, and provided an update on the headwinds facing the business and industry that were discussed during the Chase Board of Directors’ March 30, 2023 meeting. Following discussion, the Chase Board of Directors determined that Chase should continue to pursue discussions with such potential counterparties regarding a potential business combination transaction with Chase and evaluate any proposals that were ultimately received.
Also on May 19, 2023, Chase management held a virtual question and answer session with Party B, attended by both parties’ financial advisors, in which Chase’s management reviewed Chase’s strategic plan and discussed other due diligence questions with Party B.
Also on May 19, 2023, representatives of Party C and representatives of Party D were provided with the Management Projections.
On May 20, 2023, representatives of Party A were provided with the Management Projections.
On May 24, 2023, the Chase Special Committee held a meeting at which, at the invitation of the Chase Special Committee, representatives of Davis Polk also were present. Representatives of Davis Polk provided an overview of the matters that might be presented to the Chase Special Committee for its consideration, and noted that the Chase Special Committee’s involvement in respect of a particular potential course of action would be evaluated throughout the Chase Special Committee’s process, including if and when any conflicts of interest may arise. The Chase Special Committee agreed that representatives of Perella Weinberg, Chase’s financial advisor, would be invited to the next Chase Special Committee meeting to provide certain financial information and discuss a preliminary assessment regarding potential strategic alternatives so that the Chase Special Committee could fully inform itself of the merits of various strategic alternatives and to allow the Chase Special Committee to make a fully informed recommendation to the Chase Board of Directors at the appropriate time.
Also on May 24, 2023, Chase also held a virtual question and answer session with Party A, attended by Chase management, representatives of Party A and representatives of Perella Weinberg, in which Chase management reviewed a summary of the Management Projections and discussed other due diligence questions with Party A.
On May 26, 2023, Party D communicated that it was not interested in pursuing an acquisition of the entire company because its interest was limited to Chase’s HumiSeal division and Chase’s conformal coatings business.
On May 30, 2023, Party B submitted a written, non-binding indication of interest to acquire Chase at a price per share of $123.00, in cash. The offer indicated that Party B had not contacted any financing sources at that time.
On May 31, 2023, a “return or destroy letter” was sent to Party D requiring Party D, under the terms of its non-disclosure agreement, to return or destroy all confidential information received from Chase. Party D subsequently confirmed they had returned or destroyed all confidential information received from Chase.
On June 5, 2023, Party C indicated that, following further evaluation, it was not interested in exploring a transaction with Chase because it did not believe it would be able to offer a premium to the then current trading price for Chase Common Stock (closing share price of $121.66 on that date) based on lower precedent transaction multiples for similar transactions in the sector.
On June 6, 2023, Party A submitted a revised written indication of interest to acquire Chase at a price per share of $121.00, in cash. The revised offer indicated that the acquisition would be financed with a combination of debt and equity, and referenced ongoing discussions with certain lenders and equity providers.
Also on June 6, 2023, after receipt of the revised offer from Party A, the Chase Board of Directors held a meeting, at which members of Chase management and, at the invitation of the Chase Board of Directors, representatives of Perella Weinberg and Davis Polk also were present. At such meeting, representatives of Perella Weinberg updated the Chase Board of Directors regarding the strategic review process undertaken by Chase to date and reviewed the financial terms of the indications of interest that had been received from Party A and Party B and certain related information, including that Party C and Party D had indicated that they would not submit a proposal. With the aid of written materials provided to the Chase Board of Directors in advance of the meeting, representatives of Perella Weinberg discussed with the Chase Board of Directors the Management Projections, certain additional financial information based on the Management Projections, and the potential strategic alternatives reviewed during
36

TABLE OF CONTENTS

the Chase Board of Directors meeting on May 5, 2023. Additionally, the Chase Board of Directors discussed with Chase management and representatives of Perella Weinberg and Davis Polk whether to contact additional potential counterparties, including certain additional parties that had been identified and discussed as potential strategic bidders that were likely to be interested in a business combination with Chase and capable of making a compelling and actionable proposal to acquire Chase and executing a transaction (referred to herein as “Party E” and “Party F”). After deliberation and discussion regarding the appropriate scope of continued outreach, the Chase Board of Directors directed representatives of Perella Weinberg to contact Party E and Party F to determine their respective interest in a potential transaction with Chase and directed representatives of Perella Weinberg to invite Party A and Party B to participate in the second phase of Chase’s strategic review process. The Chase Board of Directors discussed a July 13, 2023 deadline for receipt of final proposals, which date would align timing for completion of due diligence by all potential counterparties, including Party E and Party F, so that the Chase Board of Directors would be able to receive and evaluate any and all proposals at approximately the same time.
Also on June 6, 2023, a “return or destroy letter” was sent to Party C requiring Party C, under the terms of its non-disclosure agreement, to return or destroy all confidential information received from Chase. Party C subsequently confirmed they had returned or destroyed all confidential information received from Chase.
On June 7, 2023, at the direction of the Chase Board of Directors, representatives of Perella Weinberg contacted Party E to solicit its potential interest in a strategic transaction with Chase.
Also on June 7, 2023, Chase and representatives of Perella Weinberg were approached by a journalist from The Wall Street Journal requesting comments on a story regarding a possible sale of Chase. Neither Chase nor Perella Weinberg provided comments to the journalist. Party B also informed Chase that it had been approached by a journalist from The Wall Street Journal and that Party B had not provided comments to the journalist.
On June 9, 2023, at the direction of the Chase Board of Directors, representatives of Perella Weinberg contacted Party F to solicit its potential interest in a strategic transaction with Chase. On the same day, Party E indicated that, because of the diversified nature of Chase’s business, Party E would not pursue an acquisition of the entire company.
After market close on June 9, 2023, an article was published in The Wall Street Journal indicating that Chase was working with financial advisors on a possible sale (the “Leak”). Neither Chase nor Perella Weinberg commented on the article. The next trading day, June 12, 2023, the price of Chase Common Stock closed at $125.07, 1.62% higher than the closing price on June 9, 2023.
On June 11, 2023, Chase and Party F entered into a non-disclosure agreement, which contained a customary standstill provision, but such standstill provision would not restrict such party from making a confidential offer to participate in a potential business combination transaction with Chase and which terminated, in accordance with its terms, upon Chase’s entry into the Merger Agreement.
On June 12, 2023, the Chase Special Committee held a meeting at which, at the invitation of the Chase Special Committee, representatives of Davis Polk and Perella Weinberg were also present. The Chase Special Committee discussed Chase’s strategic review process, including that, at the direction of the Chase Board of Directors, Party A and Party B would be invited into the second phase of the process and given a July 13, 2023 deadline for submitting final proposals, and that Party F would be permitted to continue diligence based on the information that had previously been provided to Party A and Party B and told to submit a proposal to be considered by the Chase Board of Directors. Representatives of Perella Weinberg discussed with the Chase Special Committee the Management Projections and certain additional financial information that was based on the Management Projections. The Chase Special Committee discussed the potential effects of disruptive leaks and rumors regarding a potential sale of Chase, including the effects on a potential strategic transaction and the impact of ongoing operations of Chase. The Chase Special Committee discussed next steps, including plans to continue to receive information and updates from its advisors and Chase management and to meet regularly to evaluate potential proposals and developments.
Also on June 12, 2023, at the instruction of the Chase Board of Directors, second round process letters were provided to Party A and Party B, asking for final proposals no later than July 13, 2023, along with a markup of the draft merger agreement and related disclosure schedules.
Also on June 12, 2023, in response to the Leak, a representative of KKR made unsolicited contact with a representative of Perella Weinberg and expressed interest in a potential acquisition of Chase. KKR indicated that they had previously considered similar transactions in the sector in which Chase operates and that KKR was prepared to
37

TABLE OF CONTENTS

move quickly and make an offer at a premium valuation to acquire Chase. Perella Weinberg did not comment on the Leak or whether a process for the acquisition of Chase was underway but informed KKR that KKR could make its interest known by submitting a letter to the Chase Board of Directors.
On June 15, 2023, Party F indicated that it was not interested in pursuing a transaction with Chase at such time because its interest was limited to Chase’s HumiSeal division and Chase’s conformal coatings business, but the broader business was not of interest. Also on June 15, 2023 a “return or destroy letter” was sent to Party F requiring Party F, under the terms of its non-disclosure agreement, to return or destroy all confidential information received from Chase. Party F subsequently confirmed they had returned or destroyed all confidential information received from Chase.
Also on June 15, 2023, a representative of KKR contacted a representative of Perella Weinberg to further discuss Chase and highlighted its strong interest in becoming involved in the strategic review process.
The next day, on June 16, 2023, KKR submitted an unsolicited non-binding proposal to acquire Chase at a price per share between $130.00 and $135.00, in cash.
Also on June 16, 2023, another private equity sponsor (referred to herein as “Party G”) contacted representatives of Perella Weinberg to inquire about Chase. Party G expressed an interest in Chase but indicated that it would be difficult to offer a premium to Chase’s current share price and that it would contact Perella Weinberg again if it was interested in proceeding. No further communications were received from Party G.
Later in the day on June 16, 2023, representatives of Perella Weinberg communicated with each of the members of the Chase Special Committee regarding KKR’s proposal and the range of options for responding to KKR. Following these communications, the Chase Special Committee directed representatives of Perella Weinberg to send a form of non-disclosure agreement to KKR and invite KKR to participate in the strategic review process.
On June 20, 2023, Chase entered into a non-disclosure agreement with KKR, which also included a customary standstill provision, but such standstill provision would not restrict KKR from making a confidential offer to participate in a potential business combination transaction with Chase. The process letter provided to Party A and Party B was then provided to KKR detailing the bid submission procedures for a final proposal due July 13, 2023, and KKR was also provided with access to a virtual data room (which included the Management Projections).
On June 20, 2023 through June 23, 2023, at the direction of the Chase Board of Directors, Chase management held in person management presentations and dinners with each of Party A, Party B and KKR, with representatives of Perella Weinberg in attendance. Each management presentation lasted approximately six hours and provided details on Chase’s business, strategy, and financial forecasts. Party A, Party B and KKR each had several advisors in attendance at the management presentations.
On June 20, 2023, in response to the Leak, two other private equity sponsors contacted a representative of Perella Weinberg to inquire about Chase’s strategic review process. A representative of Perella Weinberg emphasized that Chase was a public company and informed these two parties that if such parties submitted a proposal it would be considered by the Chase Board of Directors. However, following this initial outreach, there were no further communications with either of these two parties.
On June 22, 2023, Mr. Chase received a call from a representative of a financial advisor on behalf of a private equity sponsor (referred to as “Party H”) to inform him that Party H indicated that it might be interested in a strategic transaction with Chase.
On June 23, 2023, Mr. Chase received a call from a representative of a public company strategic buyer (referred to as “Party I”) expressing a potential interest in a strategic transaction with Chase. On June 24, 2023, a representative of Party I contacted Mr. Chase to indicate that Party I was not at this time willing or capable of executing a transaction with Chase.
On June 25, 2023, Party B indicated that it was unlikely to continue pursuing a strategic transaction with Chase, and was going to pause all work related to the potential strategic transaction until further notice. Party B indicated that its decision to not pursue a strategic transaction with Chase was based on new information received during diligence and the in person management presentations, including details of the market headwinds facing the business and Party B’s belief that there was likely downside risk to the Management Projections which resulted in Party B not being able to offer competitive value to the Chase shareholders.
38

TABLE OF CONTENTS

On June 27, 2023, Chase posted a draft merger agreement to the virtual data room for review by Party A and KKR.
On June 30, 2023, the Audit Committee of the Chase Board of Directors held a meeting at which the Audit Committee approved Chase’s third quarter financial statements and related earnings release.
On July 3, 2023, Mr. Chase had a telephone call with a representative of Party H, during which Party H indicated that it was interested in pursuing a potential transaction involving a business segment of Chase, but was not interested in pursuing a business combination transaction for the entire company at this time.
Between July 3, 2023 and July 4, 2023, Chase held a number of video conferences regarding due diligence matters with each of Party A and KKR.
On July 5, 2023, Party A and KKR were verbally informed that Chase was planning to announce its third quarter results on July 6, 2023 and that the fiscal year 2023 EBITDA estimate (as indicated in the most recent Management Projections provided to Party A and KKR) was being further reduced from $104 million to $102 million, primarily due to lower than expected sales volumes and unfavorable shifts in customer demand.
On July 7, 2023, Chase management circulated the fiscal year 2024 budget (the “2024 Budget”), which included a revised fiscal year 2024 EBITDA estimate of $112 million (versus $116 million, as indicated in the most recent Management Projections provided to Party A and KKR), to the Chase Board of Directors.
Also on July 7, 2023, Party A and KKR were provided with a verbal update on the Management Projections, informing them of the downward revised fiscal year 2024 EBITDA estimate of $112 million (versus $116 million, as indicated in the most recent Management Projections provided to Party A and KKR), primarily due to lower than expected sales volumes and unfavorable shifts in customer demand.
On July 8, 2023, Party A indicated that they would not be able to submit a final proposal by July 13, 2023, and would need at least a week longer to submit their proposal due, in part, to delays in connection with obtaining their financing commitments.
On July 11, 2023, the Chase Board of Directors held a meeting at which the Chase Board of Directors discussed with members of Chase management, and approved, the 2024 Budget.
On July 12, 2023 through July 14, 2023, certain Chase monthly financial information was provided to Party A and KKR, including Chase’s June 2023 revenue of $33.5 million (compared to June 2022 revenue of $38.4 million).
On July 13, 2023, Party A provided a markup to the draft merger agreement, but did not provide any indication of the value of their proposal or supporting financing arrangements.
On July 14, 2023, KKR submitted a written non-binding offer to acquire Chase at a per share price of $125.10, in cash. KKR indicated that based on findings in its additional due diligence on Chase, including declines in Chase’s year over year results in recent months, declines in revenue of the recently acquired business NuCera, and certain negative quality of earnings adjustments, it had lowered its proposal per share from the previously proposed range of $130.00 to $135.00 per share. KKR also provided Chase a markup to the draft merger agreement, as well as drafts of an equity commitment letter and limited guarantee. The markup contemplated a voting agreement to be executed by the Chase Family Shareholders (i.e., Mr. Peter R. Chase, Mr. Adam P. Chase, and Ms. Mary C. Chase (individually and through certain affiliated trusts) and the Trust), as a condition to KKR entering into the merger agreement. In addition, in the markup of the merger agreement, KKR (i) agreed to a hell or high water commitment to obtain regulatory approvals and a full equity backstop for the entire purchase price, which effectively removed any financing risk from KKR’s proposal, (ii) proposed that the termination fee payable by Chase in the event the definitive agreement is terminated to enable Chase to enter into an alternative transaction or in the event the Chase Board of Directors changed its recommendation would be 3.9% of equity value and that such termination fee would not be an exclusive remedy, (iii) provided that KKR would be entitled to expense reimbursement of up to 1% of equity value in the event Chase shareholders did not vote to approve the merger and (iv) provided that Parent’s liability for fraud or willful breach of the merger agreement would be limited to 5.75% of equity value.
Also on July 14, 2023, a verbal operational update was provided to Party A and KKR, indicating a softer than expected demand environment leading to weaker than expected performance of Chase’s NuCera and CPW businesses, and that Chase’s fiscal year 2023 EBITDA was projected to be closer to $101 million (versus $102 million, as indicated to Party A and KKR on July 7, 2023).
39

TABLE OF CONTENTS

Between July 14 and July 16, 2023, representatives of Davis Polk and Perella Weinberg reviewed with the Chase Special Committee and Chase management key outstanding points presented by the markups to Chase’s draft merger agreement submitted by each of KKR and Party A, including among other things, (i) timing and certainty of financial arrangements, including that Party A was only offering a 3% reverse termination fee in the event of a debt financing failure, whereas KKR was offering a full equity backstop, (ii) the fact that Party A’s markup included an extremely limited obligation, excluding remedial actions like divestitures, on the part of Party A to obtain antitrust approvals that put all of the antitrust risk on Chase and (iii) significant expansions to Chase’s representations, warranties and covenants in Party A’s markup that could increase closing risk. In addition, Party A did not provide any documentation in respect of its proposed financing arrangements which made their proposal very difficult to assess and presented significant execution risk.
On July 16, 2023, Party A indicated that it would submit a formal written revised offer on July 17, 2023.
Also on July 16, 2023, at the instruction of Chase management and the Chase Special Committee, Davis Polk provided an issues list on certain key points in KKR’s merger agreement markup to Kirkland & Ellis LLP, legal counsel to KKR (referred to herein as “K&E”), including (i) that the company termination fee proposed by KKR was too high, and that Chase would be willing to accept a termination fee of 2.75% of equity value and that such termination fee would be an exclusive remedy, (ii) that expense reimbursement in the event Chase shareholders did not vote to approve the merger would not be acceptable, and (iii) that Parent’s liability for fraud or willful breach of the merger agreement would be limited to 9.0% of equity value.
On July 17, 2023, at the instruction of the Chase Special Committee, representatives of Perella Weinberg provided feedback to KKR on certain key valuation points in KKR’s proposal and informed KKR that in order to acquire Chase, KKR would need to increase their price per share offer.
Also on July 17, 2023, Party A provided representatives of Perella Weinberg with an offer to acquire Chase at a per share price of $126.00, in cash, but still did not provide any information relating to how it would finance such a proposal. Party A’s offer was provided verbally, despite having indicated previously that Party A would be submitting a final written offer.
Also on July 17, 2023, KKR modified its previously submitted bid to acquire Chase at a per share price of $126.50, in cash. In addition, K&E provided feedback to Davis Polk on the merger agreement issues list that had been circulated by Davis Polk earlier in the day, including (i) proposing a Company termination fee of 3.5% of equity value (a decrease from its previous proposal of 3.9% of equity value) and that such termination fee would not be an exclusive remedy, (ii) agreeing that KKR would not be entitled to expense reimbursement in the event Chase shareholders did not vote to approve the merger agreement, and (iii) agreeing to increase the liability limitation for fraud or willful breach of the merger agreement applicable to Parent from 5.75% of equity value to 7.0% of equity value.
Also on July 17, 2023, the Chase Special Committee held a meeting, at which, at the invitation of the Chase Special Committee, representatives of Perella Weinberg and Davis Polk also were present. Representatives of Perella Weinberg and Davis Polk updated the Chase Special Committee on the status of discussions with KKR and Party A and reviewed the most current proposals submitted by each party. Davis Polk then discussed the key differences between the current drafts of the merger agreement provided by each of KKR and Party A, including (i) timing and certainty of financial arrangements, including that Party A would require debt financing to complete a transaction and was only offering a 3% reverse termination fee in the event of a debt financing failure, whereas KKR was offering a fully equity backstop, (ii) the fact that Party A’s markup included an extremely limited obligation, excluding remedial actions like divestitures, on the part of Party A to obtain antitrust approvals that put antitrust risk on Chase and (iii) significant expansions to Chase’s representations, warranties and covenants in Party A’s markup that could increase closing risk. In addition, the Chase Special Committee discussed that Party A did not provide a written offer or any documentation in respect of its proposed financing arrangements, which meant, at this stage, that the Party A proposal was not immediately actionable and therefore presented significant execution risk. Following discussion, the Chase Special Committee determined to make a counterproposal of $127.50 to KKR, and to communicate to KKR that Chase requires certain revisions to KKR’s proposal as it relates to deal certainty, including, among other things, a reduced termination fee of 3.4%, which would be an exclusive remedy in circumstances where it is payable, and an increased cap on Parent’s liability for fraud or willful breaches of the merger agreement to 8.0% of the equity value. The Chase Special Committee determined to request a “best and final” offer from Party A in writing.
40

TABLE OF CONTENTS

Also on July 17, 2023, at the instruction of the Chase Special Committee, representatives of Perella Weinberg delivered Chase’s counterproposal of $127.50 per share, and the terms of the merger agreement to KKR. Also on July 17, 2023 at the instruction of the Chase Special Committee, representatives of Perella Weinberg relayed the major weaknesses in Party A’s markup of the merger agreement to Party A (as described above), and requested that Party A present its “best and final” offer in writing.
Following a series of discussions with KKR on July 17, 2023, KKR agreed to increase its proposal to $127.50 and agreed to the reduced termination fee of 3.4% of equity value and the increased cap on Parent’s liability for fraud or willful breaches of the merger agreement to 8.0% of equity value (the “July 17 Proposal”).
On July 18, 2023 through July 20, 2023, Chase held a number of telephonic conferences regarding due diligence matters with KKR.
On July 18, 2023, the Chase Board of Directors held a meeting at which members of Chase management and, at the invitation of Chase, representatives of Davis Polk also were present. Representatives of Davis Polk discussed with the Chase Board of Directors and Chase management the key differences between the respective draft merger agreements presented by Party A and KKR, including (i) timing and certainty of financial arrangements, including that Party A would require debt financing to complete a transaction and was only offering a 3% reverse termination fee in the event of a debt financing failure, whereas KKR was offering a fully equity backstop, (ii) the fact that Party A’s markup included an extremely limited covenant to obtain antitrust and other regulatory approvals, which expressly provided that Party A would not be required to take any remedial actions or divestitures to obtain antitrust approvals or other regulatory approvals and that put antitrust risk on Chase, and (iii) significant expansions to Chase’s representations, warranties and covenants in Party A’s markup that could increase closing risk. In addition, the Chase Board of Directors discussed that Party A did not provide a written offer or any documentation in respect of its proposed financing arrangements, which meant, at this stage, that the Party A proposal was not immediately actionable and therefore presented significant execution risk.
Later on July 18, 2023, at the instruction of the Chase Board of Directors, Davis Polk sent K&E a revised draft of the merger agreement, reflecting the terms that were previously agreed in discussions with KKR.
On July 19, 2023, Party A provided an updated draft of the merger agreement and a written offer to acquire Chase at a per share price of $128.00 in cash. Party A’s markup of the merger agreement had not improved in the most critical key areas, including (i) timing and certainty of financial arrangements, including that Party A was only offering a 4% reverse termination fee in the event of a debt financing failure, (ii) that Party A was unable to provide committed financing papers at the final bid date and (iii) the fact that they did not change their extremely limited covenant to obtain antitrust approvals, which expressly provided that Party A would not be required to take any remedial actions or divestitures to obtain antitrust approvals or other regulatory approvals. Party A also provided initial drafts of an equity commitment letter and debt commitment letters from two private credit providers. In addition, representatives of Party A verbally indicated that the proposed offer of $128.00 per share was open through the end of the week, but may not remain at that level if negotiations continued into the weekend.
Also on July 19, 2023, K&E provided Davis Polk with an initial draft of the form of voting agreement to be entered into by the Chase Family Shareholders.
On July 20, 2023, Party A submitted a revised proposal to acquire Chase at a per share price of $128.50, and offered to revise its markup of the merger agreement such that, in the event that the merger agreement is terminated as a result of the failure to obtain any required regulatory approvals, it would pay Chase a 3% termination fee but would not otherwise provide any contractual commitment to obtain regulatory approvals.
Also on July 20, 2023, the Chase Special Committee held a meeting at which, at the invitation of the Chase Special Committee, representatives of Perella Weinberg and Davis Polk were also present. During such meeting, the Chase Special Committee discussed with representatives of Perella Weinberg and Davis Polk the offers received from Party A and KKR. Given the significant uncertainties and risks presented by Party A’s merger agreement markup and in respect of its financing arrangements, the fact that there were substantive regulatory risks involving a business combination with Party A that increased the risk-profile in terms of certainty and timing of closing, and Party A’s indication that its “best and final” offer may not remain at that level if negotiations continued into the weekend, the Chase Special Committee determined that it was in the best interests of Chase and its shareholders for Chase to continue discussions with KKR regarding a potential transaction on the basis of the July 17 Proposal.
41

TABLE OF CONTENTS

Later on July 20, 2023, an article was published in The Wall Street Journal indicating Chase was nearing a deal with KKR. Neither KKR nor Chase commented on the article.
Later on July 20, 2023, the Chase Special Committee held another meeting at which, at the invitation of the Chase Special Committee, representatives of Perella Weinberg and Davis Polk were also present. During such meeting, representatives of Perella Weinberg and Davis Polk provided an update on the progress of the negotiations with KKR throughout the course of the day.
Also on July 20, 2023, representatives of Davis Polk and K&E exchanged revised drafts of the form of voting agreement.
Later on July 20, 2023, the Chase Special Committee held another meeting to review the terms of a proposed transaction with KKR. At the invitation of the Chase Special Committee, representatives of Davis Polk and Perella Weinberg also were present. Prior to the meeting, copies of the current drafts of the merger agreement and related transaction agreements were provided to the Chase Special Committee. At the meeting, representatives of Davis Polk provided an overview of the Chase Board of Director’s fiduciary duties and reviewed the terms of the draft merger agreement and other transaction documents in detail, and updated the Chase Special Committee as to the resolution of outstanding deal points. Also at this meeting, the Chase Special Committee considered the multiple rounds of proposals that had been received and the course of negotiations with the various counterparties, including the outstanding offer from Party A. The Chase Special Committee also took advice from Davis Polk with respect to deal certainty issues in Party A’s markup of the merger agreement, and discussed financing risks associated with Party A’s proposal with representatives of Perella Weinberg. At the Chase Special Committee’s request, representatives of Perella Weinberg then reviewed a financial analysis of the Merger Consideration and an oral opinion to be delivered to the Chase Board of Directors to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications described in the opinion, the Merger Consideration to be received by holders of Chase Common Stock was fair, from a financial point of view, to such holders. The Chase Special Committee then engaged in further discussions with Chase’s advisors regarding the proposed transaction. The Chase Special Committee unanimously determined to recommend to the Chase Board of Directors that it approve Chase entering into the Merger Agreement, substantially in the form presented (subject to finalization between Davis Polk and K&E), and to consummate the Merger and the other transactions contemplated thereby, and that the Chase Board of Directors unanimously approve, adopt and authorize the Merger Agreement and the transactions contemplated thereby and that the Merger Agreement be submitted to Chase shareholders and that the Chase Board of Directors recommend that Chase shareholders approve and adopt the Merger Agreement and the Merger.
Immediately after the Chase Special Committee meeting, the Chase Board of Directors held a meeting to review the terms of a proposed transaction with KKR. At the invitation of the Chase Board of Directors, members of Chase management and representatives of Davis Polk and Perella Weinberg also were present. Prior to the meeting, copies of the current drafts of the merger agreement and related transaction agreements were provided to the Chase Board of Directors. At the meeting, representatives of Davis Polk reviewed with the Chase Board of Directors its fiduciary duties. Representatives of Davis Polk also discussed with the Chase Board of Directors the terms of the draft merger agreement (including the no-shop restrictions in the merger agreement) and other transaction documents, and updated the Chase Board of Directors as to the resolution of outstanding deal points. Also at this meeting, the Chase Board of Directors considered the multiple rounds of proposals that had been received and the course of negotiations with the various counterparties, including the outstanding offer from Party A. At the Chase Board of Directors’ request, representatives of Perella Weinberg then reviewed a financial analysis of the Merger Consideration and rendered an oral opinion, confirmed by delivery of a written opinion dated July 20, 2023, to the Chase Board of Directors to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications described in the opinion, the Merger Consideration to be received by holders of Chase Common Stock was fair, from a financial point of view, to such holders. The Chase Board of Directors then engaged in further discussions with Chase senior management and Chase’s advisors regarding the proposed transaction. The Chase Board of Directors, in part based on the recommendation provided by the Chase Special Committee, unanimously determined that it was advisable, fair to and in the best interests of Chase and its shareholders to enter into the Merger Agreement, substantially in the form presented (subject to finalization between Davis Polk and K&E), and to consummate the Merger and the other transactions contemplated thereby, and
42

TABLE OF CONTENTS

unanimously approved, adopted and authorized the Merger Agreement and the transactions contemplated thereby, resolved, subject to the provisions of the Merger Agreement, that the Merger Agreement be submitted to Chase shareholders and recommended that Chase shareholders approve and adopt the Merger Agreement and the Merger.
Throughout the evening of July 20, 2023 and into the morning of July 21, 2023, Davis Polk and K&E finalized the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee and the Voting Agreements.
Early in the morning on July 21, 2023, and prior to the commencement of trading on the NYSE American, Chase, Parent and Merger Sub executed the Merger Agreement, the Parent Sponsor and Parent executed the Equity Commitment Letter, the Parent Sponsor and Chase executed the Limited Guarantee, and Parent and the Chase Family Shareholders executed the Voting Agreements, and Chase and Parent issued a joint press release announcing the proposed transaction.
On July 21, 2023, a “return or destroy letter” was sent to Party B requiring Party B, under the terms of its non-disclosure agreement, to return or destroy all confidential information received from Chase.
On July 25, 2023, a “return or destroy letter” was sent to Party A requiring Party A, under the terms of its non-disclosure agreement, to return or destroy all confidential information received from Chase.
Chase’s Reasons for the Merger
At a meeting duly called and held on July 20, 2023, the Chase Board of Directors determined, after careful consideration and based in part on the recommendation of the Chase Special Committee, by unanimous vote, that the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Chase and its shareholders and approved and declared advisable the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement. The Chase Board of Directors also resolved that the Merger Agreement be submitted for consideration by the shareholders of Chase at a special meeting of shareholders and to recommend that the shareholders of Chase vote to adopt the Merger Agreement.
The Chase Special Committee and the Chase Board of Directors consulted with Chase’s senior management and outside legal and financial advisors and considered a number of factors, including the following principal factors (not in any relative order of importance) that the Chase Special Committee and the Chase Board of Directors believed to support their respective decisions:
the Chase Special Committee’s and Chase Board of Directors’ belief that the Merger Consideration of $127.50 in cash provides shareholders with attractive and compelling value for their shares of Chase Common Stock. The Chase Special Committee and Chase Board of Directors considered the current and historical market prices of Chase Common Stock, including the market performance of the Chase Common Stock, in light of current industry conditions, the competitive landscape, publicly available analyst expectations, and other factors. The Chase Board of Directors noted that the aggregate merger consideration represents an implied multiple of 13.0x Chase’s 2023 estimated EBITDA based on the Management Projections and the fact that these multiples compare favorably to EBITDA multiples in precedent transactions,
the Chase Special Committee’s and the Chase Board of Directors’ belief that the Merger was more favorable to Chase shareholders than the alternative of remaining a standalone independent company, which belief was based on and informed by consideration of a number of factors, risks and uncertainties, including:
general industry, economic and market conditions, both on a historical and on a prospective basis,
current information regarding (i) Chase’s business, prospects, financial condition, operations, technology, products, services, competitive position and strategic business goals and objectives, (ii) geopolitical conditions and changing regulatory environment, which could affect Chase’s business, and (iii) opportunities and competitive factors within Chase’s industry,
the perspective that Chase’s stock price was not likely to trade at or above the Merger Consideration for any extended period in the future based on a consideration of all of the factors enumerated above, and
the uncertain returns to Chase shareholders if Chase were to remain independent, taking into account, in particular, management’s financial projections of the future financial performance and earnings of
43

TABLE OF CONTENTS

Chase, including those set forth below under the section entitled “The Merger (Proposal 1) - Projected Financial Information” beginning on page 54 of this proxy statement and the risks involved in achieving those returns, and the fact that there had been significant downward adjustments to such projected financial information during the course of the last six months,
the Chase Special Committee’s and the Chase Board of Directors’ belief that the risks and challenges to Chase’s business described above, and in Chase’s SEC filings, create substantial execution risks relative to the $127.50 per share all-cash price in the Merger,
the fact that, during a more than nine-month period leading up to the execution of the Merger Agreement, the Chase Special Committee and the Chase Board of Directors explored and evaluated various potential strategic alternatives, including a sale of the whole company, a sale of constituent business lines, growth through mergers and acquisitions, and remaining as a standalone public company, none of which alternatives was deemed more favorable to Chase shareholders than the Merger,
the fact that Chase’s exploration of potential strategic alternatives involved a third-party solicitation process involving the group of potentially most interested parties that Chase and its advisors believed were capable of delivering an executable proposal, in addition to KKR, which included both strategic and financial potential acquirors, five of which, in addition to KKR, entered into confidentiality agreements with Chase and received information related to Chase, and that KKR submitted the overall most compelling final offer with the lower execution risk to Chase in connection with such process after active negotiations and multiple rounds of bidding,
the fact that the Leak occurred and that following the Leak a number of unsolicited approaches, including by KKR, were made, and that all persons reasonably likely to make a business combination proposal would have been aware of the Leak and had the opportunity to submit a proposal,
the fact that Chase and its advisors approached strategic bidders within the industry, but all of those bidders indicated that the diversified nature of the Chase’s business meant that a whole company acquisition was not something they wished to pursue,
the fact that a portfolio breakup was not attractive due to separation complexity, potential tax leakage and additional execution risk,
the fact that the Chase Special Committee and the Chase Board of Directors were aware of the results of Chase’s conversations with the other interested parties, all of which had access to the same information as KKR, and none of which indicated a willingness, after consideration of price, antitrust risk, financing and other matters, to propose a transaction competitive with the deal terms and Merger Consideration proposed by KKR,
the fact that Chase did not enter into any exclusivity arrangements with KKR and did not negotiate with KKR on a contractually exclusive basis,
the risk that continuing with the solicitation process was unlikely to result in a transaction on more attractive terms than offered by KKR and the risk that if Chase did not accept KKR’s offer as provided for in the Merger Agreement, it may not have had another opportunity to do so,
the belief of the Chase Special Committee and the Chase Board of Directors that the $1.00 difference in price between the $127.50 per share consideration under the Merger Agreement offered by KKR and the $128.50 per share consideration offered by Party A on July 20, 2023 was more than offset by the significantly greater deal certainty associated with the Merger Agreement, including a clearer and faster path to receiving anticipated antitrust approvals and greater financing certainty, taking into account time value of money considerations,
current and historical market prices of Chase Common Stock, including the market performance of Chase Common Stock relative to other participants in Chase’s industry and general market indices, and the fact that the Merger Consideration represented a premium of approximately 3.6% to Chase’s closing stock price on June 9, 2023, the last trading day before the Leak,
44

TABLE OF CONTENTS

the fact that Chase’s legal and financial advisors assisted Chase throughout the process and negotiations and updated the Chase Special Committee and the Chase Board of Directors directly and regularly, which provided the Chase Special Committee and the Chase Board of Directors with additional perspectives on the negotiations in addition to those of Chase management,
the fact that the Merger was negotiated and approved by the Chase Special Committee comprised solely of independent directors,
the opinion, dated July 20, 2023, of Perella Weinberg to the Chase Board of Directors as to the fairness, from a financial point of view and as of that date, of the Merger Consideration to be received by holders of Chase Common Stock, which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, as more fully described under the section entitled “The Merger (Proposal 1) - Opinion of Chase’s Financial Advisor” beginning on page 47 of this proxy statement,
the fact that the Merger Consideration is all cash, so that the transaction will allow Chase shareholders to realize a fair value, in cash, for their investment and provides such shareholders certainty of value for their shares,
the fact that the Voting Agreements entered into by the Chase Family Shareholders (who together beneficially owned approximately 20% of the outstanding shares of Chase Common Stock as of the date of the Voting Agreements) will terminate automatically upon the earlier of the termination of the Merger Agreement (including if Chase decides to terminate the Merger Agreement in order to enter into a definitive agreement with a third party providing for a superior proposal) or the effective time of the Merger, as described in the section entitled “The Voting Agreements” beginning on page 85 of this proxy statement, and
the material terms and conditions of the Merger Agreement, including:
the conditions to the consummation of the Merger, including the requirement that the Merger Agreement be adopted by Chase shareholders,
the Chase Board of Directors’ “fiduciary out” with respect to third-party acquisition proposals likely to result in superior proposals, the Chase Board of Directors’ ability to negotiate with another party regarding a superior proposal and, subject to paying the Termination Fee (i.e., a termination fee in the amount of $42 million in immediately available funds) to Parent, accept a superior proposal,
the Chase Board of Directors’ belief that, if triggered, the Termination Fee payable by Chase to Parent is consistent with fees payable in comparable transactions and would not be likely to preclude another party from making a competing proposal,
the fact that the Merger Agreement is not subject to a financing condition and, in particular, that investment funds affiliated with Parent have committed to provide all of the financing necessary for the consummation of the Merger,
Chase’s general entitlement to specifically enforce Parent’s obligation to cause the completion of the Merger,
the fact that Chase and Parent agreed to use their respective reasonable best efforts to consummate the Merger, including preparing and filing as promptly as practicable all necessary filings and obtaining certain specified regulatory approvals in connection with the Merger or the consummation of the Merger, as well as Parent undertaking to take all actions necessary to remove any regulatory impediments that could arise, as described in the section entitled “The Merger Agreement - Regulatory Clearances and Approvals Required for the Merger” beginning on page 74 of this proxy statement, and
the fact that Chase managed to successfully improve the merger consideration and the terms of the Merger Agreement over several rounds of negotiation.
45

TABLE OF CONTENTS

The Chase Special Committee and the Chase Board of Directors also considered various potentially countervailing factors in its deliberations related to the Merger, including the following principal factors (not in any relative order of importance):
the fact that holders of Chase Common Stock will not have an opportunity to participate in any future earnings or growth of the combined company following the Merger,
the possibility that the Merger might not be completed and the effect the pendency or the termination of the transaction may have on the trading price of Chase Common Stock and Chase’s business, operating results, prospects, employees, customers and suppliers, which effect is likely to be exacerbated the longer the time period between the signing and any termination of the Merger Agreement,
the fact that Party A proposed to acquire all of the outstanding shares of Chase Common Stock for a $1.00 per share price higher than the Merger Consideration, which if the transactions contemplated by Party A’s proposal were to be consummated and consummated without significant delay as compared to the anticipated timeline for consummation of the Merger with Parent, would provide Chase shareholders with more value,
that Chase cannot solicit other acquisition proposals, and must pay Parent the Termination Fee (i.e., a termination fee in the amount of $42 million in immediately available funds) if the Merger Agreement is terminated under certain circumstances, including if the Chase Board of Directors changes its recommendation to Chase shareholders to adopt the Merger Agreement or exercises its right to enter into a transaction that constitutes a superior proposal, which although such termination fee is consistent with fees payable in comparable transactions could deter others from proposing an alternative transaction that may be more advantageous to Chase shareholders,
that the restrictions imposed by the Merger Agreement on the conduct of Chase’s business prior to completion of the Merger, requiring Chase to conduct its business only in the ordinary course and imposing additional specific restrictions, may delay, limit or prevent Chase from undertaking business opportunities that may arise during that period,
the fact that if the Merger is not consummated, Chase will be required to pay its own expenses associated with the Merger Agreement,
the fact that the receipt of cash in exchange for shares of Chase Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes,
the fact that Chase is subject to various remedies available to Parent should it breach the Merger Agreement or fail to complete the Merger, and
that if Parent fails to complete the Merger as a result of a breach of the Merger Agreement, depending upon the reason for not closing the Merger, Chase’s rights and remedies may be expensive and difficult to enforce through litigation, and the success of any such action may be uncertain.
The foregoing discussion of the information and factors considered by the Chase Special Committee and the Chase Board of Directors is not intended to be exhaustive, but includes the material factors considered by the Chase Special Committee and the Chase Board of Directors. The Chase Special Committee and the Chase Board of Directors 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 its ultimate determination. The Chase Board of Directors based its recommendation on the totality of the information it considered.
In considering the recommendation of the Chase Board of Directors with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, yours. The Chase Board of Directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by the shareholders of Chase. See the section entitled “The Merger (Proposal 1) - Interests of Chase’s Directors and Executive Officers in the Merger” beginning on page 56 of this proxy statement.
46

TABLE OF CONTENTS

Recommendation of the Chase Board of Directors
After careful consideration and based in part on the recommendation of the Chase Special Committee, the Chase Board of Directors, by a unanimous vote, approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.
The Chase Board of Directors recommends that the Chase shareholders vote “FOR” the proposal to approve and adopt the Merger Agreement.
Opinion of Chase’s Financial Advisor
Chase retained Perella Weinberg to act as its financial advisor in connection with the Merger. Chase selected Perella Weinberg based on its qualifications, expertise and reputation and its knowledge of the business and affairs of Chase and the industry in which Chase conducts its businesses. Perella Weinberg, as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, leveraged buyouts and other transactions as well as for corporate and other purposes.
On July 20, 2023, Perella Weinberg rendered its oral opinion, subsequently confirmed in writing, to the Chase Board of Directors that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Merger Consideration of $127.50 per share to be received by the holders of Chase Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.
The full text of Perella Weinberg’s written opinion, dated July 20, 2023, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Perella Weinberg in preparing its opinion, is attached hereto as Annex B and is incorporated by reference herein. Perella Weinberg’s opinion does not address Chase’s underlying business decision to enter into the Merger Agreement or the relative merits of the Merger as compared with any other strategic alternative which may be available to Chase. Perella Weinberg’s opinion was not intended to be and does not constitute a recommendation to any holder of Chase Common Stock or any other person as to how such person should vote or otherwise act with respect to the Merger or any other matter. Perella Weinberg’s opinion does not in any manner address the prices at which the Chase Common Stock will trade at any time. In addition, Perella Weinberg expressed no opinion as to the fairness of the Merger to, or any consideration received in connection with the Merger by, the holders of any other class of securities, creditors or other constituencies of Chase. Perella Weinberg provided its opinion for the information and assistance of the Chase Board of Directors in connection with, and for the purposes of its evaluation of, the Merger. The summary of the written opinion of Perella Weinberg is qualified in its entirety by reference to the full text of the written opinion attached as Annex B.
In connection with rendering its opinion and performing its related financial analyses, Perella Weinberg, among other things:
reviewed certain publicly-available financial statements and other publicly available business and financial information with respect to Chase;
reviewed certain internal financial statements, analyses and forecasts, including the Management Projections, and other internal financial and operating data relating to the business of Chase, in each case, prepared by management of Chase (as set forth in the section entitled “The Merger (Proposal 1) – Projected Financial Information” beginning on page 54 of this proxy statement);
discussed the past and current business, operations, financial condition and prospects of Chase with senior management of Chase, the Chase Board of Directors, the Chase Special Committee and other representatives and advisors of Chase;
compared the financial performance of Chase with that of certain publicly-traded companies which Perella Weinberg believed to be generally relevant;
compared the financial terms of the Merger with the publicly available financial terms of certain transactions which Perella Weinberg believed to be generally relevant;
47

TABLE OF CONTENTS

reviewed the historical trading prices and trading activity for the Chase Common Stock and compared such prices and trading activity with that of securities of certain publicly-traded companies which Perella Weinberg believed to be generally relevant;
participated in discussions among representatives of Chase and Parent and their respective advisors;
took into account that there had been public speculation regarding a potential acquisition of Chase and the results of Perella Weinberg’s efforts on behalf of Chase to solicit, at the direction of Chase, indications of interest and proposals from third parties with respect to a potential acquisition of Chase;
reviewed a draft of the Merger Agreement dated July 20, 2023; and
conducted such other financial studies, analyses and investigations, and considered such other factors, as Perella Weinberg deemed appropriate.
For the purposes of its opinion, Perella Weinberg assumed and relied upon, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, accounting, legal, tax, regulatory and other information provided to, discussed with, or reviewed by it (including information that was available from public sources) and further relied upon the assurances of management of Chase that they are not aware of any facts or circumstances that would make such information inaccurate or misleading in any material respect. With respect to the Management Projections, Perella Weinberg was advised by the management of Chase, and assumed, with the Chase Board of Directors’ consent, that the Management Projections had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Chase as to the future financial performance of Chase and the other matters covered thereby. Perella Weinberg expressed no view as to the reasonableness of the Management Projections or the assumptions on which the Management Projections were based. See the section entitled “The Merger (Proposal 1) – Projected Financial Information” beginning on page 54 of this proxy statement for a description of the Management Projections.
In arriving at its opinion, Perella Weinberg did not make and was not provided with any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities) of Chase, Parent, or any of their respective subsidiaries. Perella Weinberg did not assume any obligation to conduct, nor did it conduct, any physical inspection of the properties or facilities of Chase, Parent, or any other party. In addition, Perella Weinberg did not evaluate the solvency of any party to the Merger Agreement (or the impact of the Merger thereon), including under any applicable laws relating to bankruptcy, insolvency or similar matters. In arriving at its opinion, Perella Weinberg also assumed that the final Merger Agreement would not differ from the draft of the Merger Agreement that it reviewed in any respect material to its analysis or opinion. Perella Weinberg also assumed that (i) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that are referred to therein are true and correct in all respects material to its analysis and its opinion, (ii) each party to the Merger Agreement and such other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party in all respects material to its analysis and its opinion, and (iii) that the Merger would be consummated in a timely manner in accordance with the terms set forth in the Merger Agreement, without any modification, amendment, waiver or delay that would be material to its analysis or its opinion. In addition, Perella Weinberg assumed that in connection with the receipt of all the approvals and consents required in connection with the Merger, no delays, limitations, conditions or restrictions would be imposed that would be material to its analysis.
Perella Weinberg’s opinion addressed only the fairness from a financial point of view, as of the date thereof, to the holders of Chase Common Stock of the Merger Consideration of $127.50 per share to be received by the such holders. Perella Weinberg was not asked to, and it did not, offer any opinion as to any other term of the Merger Agreement or any other document contemplated by or entered into in connection with the Merger Agreement, the form or structure of the Merger or the likely timeframe in which the Merger would be consummated. In addition, Perella Weinberg expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any party to the Merger Agreement, or any class of such persons, whether relative to the Merger Consideration of $127.50 per share to be received by the holders of Chase Common Stock or otherwise. Perella Weinberg did not express any opinion as to the fairness of the Merger to the holders of any other class of securities, creditors or other constituencies of Chase, as to the underlying decision by Chase to engage in the Merger or as to the relative merits of the Merger compared with any alternative transactions or business strategies.
48

TABLE OF CONTENTS

Nor did Perella Weinberg express any opinion as to any tax or other consequences that may result from the transactions contemplated by the Merger Agreement or any related other document. Perella Weinberg’s opinion did not address any legal, tax, regulatory or accounting matters, as to which it understood Chase had received such advice as it deemed necessary from qualified professionals.
Perella Weinberg’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. It should be understood that subsequent developments may affect Perella Weinberg’s opinion and the assumptions used in preparing it, and Perella Weinberg does not have any obligation to update, revise, or reaffirm its opinion, even if there is a material change in the financial, economic, market or other conditions in effect as of the date of its opinion. The issuance of Perella Weinberg’s opinion was approved by a fairness opinion committee of Perella Weinberg.
Summary of Material Financial Analyses
The following is a summary of the material financial analyses performed by Perella Weinberg and reviewed with the Chase Board of Directors in connection with Perella Weinberg’s opinion and does not purport to be a complete description of the financial analyses performed by Perella Weinberg. The order of analyses described below does not represent the relative importance or weight given to those analyses by Perella Weinberg. Some of the summaries of the financial analyses include information presented in tabular format. In order to fully understand Perella Weinberg’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data 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 Perella Weinberg’s financial analyses.
For purposes of this section, “Unaffected Share Price” means the closing per share price of $123.08 of the Chase Common Stock on June 9, 2023 (the last day of trading prior to the publication of the Wall Street Journal article first reporting a potential sale of Chase) and “Last Trading Share Price” means the closing per share price of $127.94 of the Chase Common Stock on July 20, 2023 (the last trading day prior to the public announcement of the execution of the Merger Agreement).
Selected Public Company Comparison
Perella Weinberg reviewed and compared certain financial information for Chase with corresponding financial information, ratios and public market multiples for (i) eight publicly traded companies in the specialty chemicals industry with a market capitalization between $3.2 billion and $5.0 billion (the “Mid Cap Peers”) and (ii) eight publicly traded companies in the specialty chemicals industry with a market capitalization between $0.5 billion and $2.3 billion (the “Small Cap Peers”) (each of the Mid Cap Peers and the Small Cap Peers collectively, the “Selected Publicly Traded Companies”). Although none of the Selected Publicly Traded Companies is identical to Chase, Perella Weinberg selected these companies because they had publicly traded equity securities and were deemed to be similar to Chase in one or more respects, including operating in the specialty chemicals industry. Perella Weinberg selected the companies used in the analysis on the basis of its experience and knowledge of companies in the industry and various factors, including the size of the company and the similarity of the lines of business to Chase’s lines of business, as well as the business models, service offerings and end-market exposure of such companies.
Small Cap Peers
Mid Cap Peers
American Vanguard Corporation
Ashland Inc.
CSW Industrials, Inc.
Avient Corporation
Hawkins, Inc.
Balchem Corporation
Ingevity Corporation
Cabot Corporation
Innospec Inc.
Element Solutions Inc.
Mativ Holdings, Inc.
H.B. Fuller Company
Stepan Company
Quaker Houghton
UFP Technologies, Inc.
Rogers Corporation
49

TABLE OF CONTENTS

The results of certain aspects of Perella Weinberg's analysis are summarized in the following table:
 
Enterprise
Value/Calendar Year
2023E EBITDA
Enterprise
Value/Calendar Year
2024E EBITDA
Last Three Years
Enterprise Value/ LTM
EBITDA
Mid Cap Peers
 
 
 
Ashland Inc.
11.1x
9.6x
12.0x
Avient Corporation
10.3x
9.3x
10.2x
Balchem Corporation
20.6x
19.3x
24.0x
Cabot Corporation
7.3x
6.4x
7.6x
Element Solutions Inc.
13.1x
11.8x
12.7x
H.B. Fuller Company
10.1x
9.2x
11.1x
Quaker Houghton
13.6x
12.5x
17.5x
Rogers Corporation
20.1x
15.8x
23.0x
Median
12.1x
10.7x
12.3x
Small Cap Peers
 
 
 
American Vanguard Corporation
7.5x
6.7x
12.7x
CSW Industrials, Inc.
16.2x
15.4x
16.5x
Hawkins, Inc.
10.2x
N/A
9.5x
Ingevity Corporation
7.7x
7.2x
9.6x
Innospec Inc.
10.8x
9.1x
12.4x
Mativ Holdings, Inc.
7.5x
6.2x
8.8x
Stepan Company
10.7x
8.5x
10.1x
UFP Technologies, Inc.
21.8x
18.7x
16.3x
Median
10.4x
8.5x
11.3x
Chase
12.2x
10.9x
10.9x
Chase Unaffected(1)
12.0x
10.8x
10.9x
(1)
Represents metrics of Chase as of the unaffected date of June 9, 2023 (the last day of trading prior to the publication of the Wall Street Journal article first reporting a potential sale of Chase).
For Chase and each of the Selected Publicly Traded Companies, Perella Weinberg calculated and compared financial information and various financial market multiples and ratios based on company filings for historical information and consensus third party research estimates from FactSet forecasted information.
Based on the multiples of enterprise value (“EV”) to Calendar Year 2023E EBITDA, EV to Calendar Year 2024 EBITDA and the last three year median EV to last twelve months (“LTM”) EBITDA described above, Perella Weinberg’s analyses of the various Selected Publicly Traded Companies and on professional judgments made by Perella Weinberg with respect to, among other things, the financial performance and competitive positioning of Chase and the Selected Publicly Traded Companies, Perella Weinberg applied a range of multiples of 11.0x to 13.0x to 2023E EBITDA of Chase using the Management Projections to derive a range of estimated implied values of approximately $106.77 to $127.42 per share of Chase Common Stock. Perella Weinberg compared these ranges to the Unaffected Share Price of $123.08 per share, the Last Trading Share Price of $127.94 per share and the Merger Consideration of $127.50 per share to be received by the holders of Chase Common Stock pursuant to the Merger Agreement.
Although the Selected Publicly Traded Companies were used for comparison purposes, no business of any Selected Publicly Traded Companies was either identical or directly comparable to Chase’s business. Accordingly, Perella Weinberg’s comparison of Selected Publicly Traded Companies and analysis of the results of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the Selected Publicly Traded Companies.
Selected Precedent Transactions Analysis
Using publicly available information, Perella Weinberg reviewed the financial terms of selected precedent transactions (the “Selected Transactions”) involving companies that operated in, or were exposed to, the coatings,
50

TABLE OF CONTENTS

adhesives, and specialty materials industries announced between September 2014 and September 2022. Perella Weinberg selected these transactions in the exercise of its professional judgment and experience because Perella Weinberg deemed them to be most similar in size, scope and impact on the industry to Chase or otherwise relevant to the Merger.
For each of the Selected Transactions, Perella Weinberg calculated and compared the resulting EV in the transaction as a multiple of LTM EBITDA publicly reported prior to the announcement of the transaction (“EV/EBITDA”). The following table lists the Selected Transactions and summarizes the observed EV/EBITDA multiples:
Announcement
Date
Target
Acquiror
Target EV
($M)
EV/EBITDA
September 2022
Meridan Adhesives Group
American Securities
900
10.5x
July 2022
NuCera Solutions
Chase Corporation
250
11.7x
March 2022(1)
Intertape Polymer Group
Clearlake Capital
2,527
10.2x
January 2022
Apollo
H.B. Fuller Company
206
12.3x
August 2021
Ashland (Perf. Adhesives)
Arkema Group
1,650
17.4x
April 2021
Choice Adhesives
ICP Group
230
8.9x
January 2021
Scapa Group Ltd
Schweitzer-Mauduit International
450
14.4x
January 2021
Gardner Gibson
ICP Group
850
12.1x
December 2020
Gabriel Performance Products
Huntsman Corporation
250
11.0x
March 2020
CVC Thermoset Specialties
Huntsman Corporation
300
10.0x
July 2019
Seal For Life Industries, LLC
Arsenal Capital Partners
328
10.2x
September 2017
Royal Adhesives & Sealants
H.B. Fuller Company
1,575
11.5x
January 2017
Wisdom Worldwide Adhesives
H.B. Fuller Company
122
11.1x
July 2016
Den Braven
Arkema Group
534
11.1x
September 2014(1)
Bostik
Arkema Group
2,234
11.0x
(1)
Adjusted from target currency to USD using the exchange rate at date of announcement.
Perella Weinberg noted that the median EV/EBITDA multiple for the Selected Transactions was 11.1x.
Based on the multiples of EV/EBITDA described above, Perella Weinberg’s analyses of the various Selected Transactions and on professional judgments made by Perella Weinberg with respect to, among other things, the financial performance and competitive positioning of Chase and the target companies in the Selected Transactions, Perella Weinberg applied a range of multiples of 11.0x to 13.0x to Chase’s 2023E EBITDA based on publicly filed financial statements and information provided by Chase management to derive a range of implied values of approximately $106.77 to $127.42 per share of Chase Common Stock. Perella Weinberg compared this range to the Unaffected Share Price of $123.08 per share, the Last Trading Share Price of $127.94 per share and the Merger Consideration of $127.50 per share to be received by the holders of Chase Common Stock pursuant to the Merger Agreement.
Although the Selected Transactions were used for comparison purposes, none of the Selected Transactions nor the companies involved in them was either identical or directly comparable to the Merger or Chase.
Sum of the Parts Analysis
Perella Weinberg conducted a sum-of-the-parts analysis of Chase by performing separate financial analyses of each of Chase’s individual business segments, consisting of (i) adhesives, sealants, and additives (“ASA”), (ii) industrial tapes (“IDT”), and (iii) corrosion protection and waterproofing (“CPW”), based on (x) a multiple applied to estimated 2023E EBITDA for each segment based on the Management Projections and (y) estimated 2023E EBITDA for each segment, excluding corporate expenses, based on the Management Projections. Perella Weinberg applied the implied blended multiple (calculated as the sum of the product of each segment’s respective EBITDA, excluding corporate expenses, and each segment’s respective multiple divided by total segment EBITDA, excluding corporate expenses) to corporate expenses. Perella Weinberg utilized management-provided 2023E segment EBITDA levels of $68 million for ASA, $50 million for IDT, and $14 million for CPW.
51

TABLE OF CONTENTS

Based on Perella Weinberg’s analyses of the various business segments and on professional judgments made by Perella Weinberg, Perella Weinberg selected a representative range of multiples to apply to 2023E EBITDA of 12.0x to 14.0x for ASA, 8.0x to 10.0x for IDT, and 9.0x to 11.0x for CPW to derive a range of implied values of approximately $98.05 to $118.71 per share of Chase Common Stock. Perella Weinberg compared this range to the Unaffected Share Price of $123.08 per share, the Last Trading Share Price of $127.94 per share and the Merger Consideration of $127.50 per share to be received by the holders of Chase Common Stock pursuant to the Merger Agreement.
Discounted Cash Flow Analysis
Perella Weinberg conducted a discounted cash flow analysis for Chase based on the Management Projections to derive a range of implied enterprise values for Chase by:
calculating the present value as of July 31, 2023 of the estimated standalone unlevered free cash flows (calculated as net operating profit after tax, plus depreciation and amortization, minus capital expenditures, minus the net increase in net working capital) that Chase could generate for the complete calendar years 2023 through 2028, as included in the Management Projections (excluding special projects), using discount rates ranging from 9.0% to 10.0%, and
adding the present value as of July 31, 2023, of the terminal value of Chase at the end of calendar year 2031 using perpetuity growth rates ranging from 1.5% to 2.5% and discount rates ranging from 9.0% to 10.0%.
Perella Weinberg estimated the range of perpetuity growth rates utilizing its professional judgment and experience, taking into account market expectations regarding long-term real growth of gross domestic product and inflation.
Perella Weinberg used discount rates ranging from 9.0% to 10%, which were derived from Chase’s weighted average cost of capital determined by the application of the capital asset pricing model based on Perella
Weinberg’s experience and professional judgment, and which took into account certain company-specific metrics, including Chase’s target capital structure, the cost of long-term debt, forecasted tax rate and predicted Barra beta, as well as certain financial metrics for the United States financial markets generally.
From the range of implied enterprise values, Perella Weinberg derived a range of implied equity values for Chase. To calculate the implied equity value from the implied enterprise value, Perella Weinberg added cash and cash equivalents of approximately $47.2 million, subtracted debt of approximately $120.0 million, and subtracted $10.0 million in additional debt-like items comprised of expected contingent payments related to Chase’s acquisition of ABchimie and the current unfunded pension obligation, in each case as provided by Chase. Perella Weinberg calculated implied value per share by dividing the implied equity value by fully diluted shares outstanding, calculated by assuming 9.51 million shares of Chase Common Stock outstanding, Chase RSAs relating to an aggregate of 0.065 million shares of Chase Common Stock, Chase PSAs relating to an aggregate of 0.021 million shares of Chase Common Stock and the dilutive effect, assuming the treasury stock method, of Chase Stock Options to purchase 0.184 million shares of Chase Common Stock, based on information provided by Chase management. This analysis resulted in an implied per share equity value reference range for the Chase Common Stock of approximately $118.41 to $151.67 per share. Perella Weinberg compared this range to the Unaffected Share Price of $123.08 per share, the Last Trading Share Price of $127.94 per share and the Merger Consideration of $127.50 per share to be received by the holders of Chase Common Stock pursuant to the Merger Agreement.
Additional Information
Perella Weinberg observed additional information that was not considered part of Perella Weinberg’s financial analysis with respect to its opinion, but which were noted as reference data for the Chase Board of Directors, including the following:
Historical Stock Trading. Perella Weinberg reviewed the closing prices of the Chase Common Stock on the NYSE American for the 52 weeks ended on July 20, 2023. Perella Weinberg observed that during such period, the intraday trading price of the Chase Common Stock ranged from $79.00 to $135.27 per share. Perella Weinberg compared this range to the Unaffected Share Price of $123.08 per share, the Last Trading Share Price of $127.94 per share and the Merger Consideration of $127.50 per share to be received by the holders of Chase Common Stock pursuant to the Merger Agreement.
52

TABLE OF CONTENTS

Miscellaneous
The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth herein, without considering the analyses or the summary as a whole, could create an incomplete view of the processes underlying Perella Weinberg’s opinion. In arriving at its fairness determination, Perella Weinberg considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered. Rather, Perella Weinberg made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described herein as a comparison is directly comparable to Chase or the Merger.
Perella Weinberg prepared the analyses described herein for purposes of providing its opinion to the Chase Board of Directors as to the fairness, from a financial point of view, as of the date of such opinion, of the Merger Consideration of $127.50 per share to be received by the holders of Chase Common Stock pursuant to the Merger Agreement. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Perella Weinberg’s analyses were based in part upon the Management Projections and other third-party research analyst estimates, which are not necessarily indicative of actual future results, and which may be significantly more or less favorable than suggested by Perella Weinberg’s analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties to the Merger Agreement or their respective advisors, none of Chase, Perella Weinberg or any other person assumes responsibility if future results are materially different from those forecasted by Chase management or third parties.
As described above, the opinion of Perella Weinberg to the Chase Board of Directors was one of many factors taken into consideration by the Chase Board of Directors in making its determination to approve the Merger. Perella Weinberg was not asked to, and did not, recommend the specific consideration to the shareholders of Chase provided for in the Merger Agreement, which consideration was determined through arm’s-length negotiations between Chase and Parent. Perella Weinberg did not recommend any specific amount of consideration to the shareholders of Chase or the Chase Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the Merger. Also, as discussed above, Perella Weinberg’s opinion was not intended to be and does not constitute, a recommendation to any holder of Chase Common Stock or any other person as to how such person should vote or otherwise act with respect to the Merger or any other matter and does not in any manner address the prices at which the Chase Common Stock will trade at any time.
Perella Weinberg has acted as financial advisor to Chase in connection with the Merger and pursuant to the terms of the engagement letter between Perella Weinberg and Chase, dated April 12, 2023, Chase agreed to pay Perella Weinberg $2.0 million upon the rendering of Perella Weinberg’s opinion (which amount would have become payable if Perella Weinberg had determined that it was not able to deliver its opinion), and has agreed to pay Perella Weinberg an additional fee currently estimated to be approximately $17.7 million, which is contingent upon the consummation of the Merger. In addition, Chase agreed to reimburse Perella Weinberg for certain expenses that may arise, and to indemnify Perella Weinberg for certain liabilities and other items that may arise, out of its engagement by Chase.
Since January 1, 2020, Perella Weinberg and its affiliates have provided certain advisory services, including investment banking and other financial services, to KKR or its affiliates unrelated to the Merger, for which they have received approximately $21.0 million in aggregate compensation.
Additionally, Perella Weinberg may have been engaged by companies in which KKR or its affiliates holds a noncontrolling interest or in which they are creditors. Perella Weinberg may be, or may during the course of Perella Weinberg’s engagement by the Chase Board of Directors become, engaged by clients in whom KKR or its affiliates holds a noncontrolling interest or in which they are creditors. Perella Weinberg maintains relationships and dialogue with KKR, and its affiliates, including portfolio companies owned and controlled by such entities.
In addition, Perella Weinberg and certain of Perella Weinberg’s affiliates and certain of Perella Weinberg’s and its affiliates’ respective employees may have committed to invest in private equity or other investment funds managed or advised by KKR, other participants in the transactions contemplated by the Merger Agreement, or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with KKR or its affiliates, other participants in the transactions contemplated by the Merger Agreement, or certain of their respective affiliates or security holders, and may do so in the future.
53

TABLE OF CONTENTS

No member of the Perella Weinberg deal team advising, or proposing to advise, the Chase Board of Directors directly owns any securities of KKR (other than, if any, positions held in non-discretionary managed accounts, mutual funds, ETFs and similar investment vehicles). Neither Perella Weinberg nor any of its corporate advisory affiliates owns securities of KKR.
Perella Weinberg and its affiliates may in the future provide investment banking and other financial services to Chase, KKR and their respective affiliates and in the future may receive compensation for the rendering of such services. In the ordinary course of its business activities, Perella Weinberg or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers or clients, in debt or equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of Chase or KKR or any of their respective affiliates.
Projected Financial Information
Chase does not, as a matter of course, publicly disclose projections as to its future financial performance. However, in connection with the strategic and financial review process as described in this proxy statement, management prepared the Management Projections, which were provided to the Chase Board of Directors, Perella Weinberg and parties potentially interested in a transaction with Chase, including KKR. The Management Projections included prospective financial information for Chase on a standalone basis.
The Management Projections were not prepared with a view to public disclosure and are included in this proxy statement only because the Management Projections were made available to participants in the strategic and financial review process in connection with their due diligence review of Chase and made available to Perella Weinberg for use in connection with its financial analyses. The Management Projections were not prepared with a view to compliance with (i) generally accepted accounting principles in the U.S. (“GAAP”) or any other jurisdiction, (ii) the published guidelines of the SEC regarding projections and forward-looking statements; or (iii) the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Chase’s independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled, examined, or performed any procedures with respect to the Management Projections or expressed any opinion or given any form of assurance with respect thereto or their achievability. The report of Chase’s independent registered public accounting firm incorporated by reference relates to Chase’s historical audited financial information only and does not extend to the prospective financial information and should not be read to do so. The summary of the Management Projections is included solely to give shareholders of Chase access to certain financial projections that were made available to the Chase Board of Directors, Perella Weinberg and parties potentially interested in a transaction with Chase, including KKR.
Although a summary of the Management Projections is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by Chase’s management that management believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to Chase’s management at the time. However, this information should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Management Projections not to be achieved include general economic conditions, regulatory conditions, financial market conditions, Chase’s ability to achieve forecasted sales, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures and changes in tax laws or accounting treatment. The Management Projections also reflect assumptions as to certain business decisions that are subject to change. In addition, the Management Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. The Management Projections cover multiple years, and such information by its nature becomes less reliable with each successive year.
The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Chase Board of Directors, Chase, Parent or any of their respective affiliates or representatives, including Perella Weinberg, or any other recipient of this information considered, or now considers, the Management Projections to be predictive of actual future results. The summary of the Management Projections is not included in this proxy statement in order to induce any shareholder to vote in favor of the Merger proposal or any of the other proposals to be voted on at the Special Meeting or for any other purpose. Chase does not intend to update or otherwise revise the Management Projections to reflect circumstances existing after the date when made or to reflect the
54

TABLE OF CONTENTS

occurrence of future events, even in the event that any or all of the assumptions underlying the Management Projections are shown to be in error or no longer appropriate, except as otherwise required by law. In light of the foregoing factors and the uncertainties inherent in the Management Projections, Chase shareholders are cautioned not to place undue, if any, reliance on the projections included in this proxy statement.
None of Chase, Parent or any of their respective affiliates, advisors, officers, directors or representatives, including Perella Weinberg, has made or makes any representation to any Chase shareholder or other person regarding the ultimate performance of Chase compared to the information contained in the Management Projections or that the Management Projections will be achieved. Chase has made no representation to Parent or Merger Sub, in the Merger Agreement or otherwise, concerning the Management Projections.
Perella Weinberg utilized financial projections developed by management for revenue, gross profit, EBITDA, depreciation, amortization, EBIT, tax rates, capital expenditures, and changes in net working capital for the five fiscal years ending August 31, 2023 through August 31, 2027. For the purposes of a five-year discounted cash flow analysis, Perella Weinberg extrapolated management’s financial projections by one year, through the fiscal year ending August 31, 2028, by assuming 3% net revenue growth to management estimated net revenue for the fiscal year ending August 31, 2027. Other key assumptions, including EBITDA margins and cash flow items were assumed to be consistent, as a percentage of net revenue, with management estimated values for the fiscal year ending August 31, 2027.
The Management Projections and the accompanying tables contain EBITDA (earnings before interest, taxes, depreciation and amortization) and unlevered free cash flow, each of which may be considered a non-GAAP financial measure within the meaning of applicable rules and regulations of the SEC. For purposes of the Management Projections, Chase defines unlevered free cash flow as net operating profit after tax, plus depreciation and amortization, minus capital expenditures, minus the net increase in net working capital. Chase believes these measures are helpful in understanding its past financial performance and future results. These financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measure and should be read in conjunction with Chase’s consolidated financial statements prepared in accordance with GAAP.
The following table summarizes the Management Projections (figures are in millions). The Management Projections are forward-looking statements. For information on factors that may cause the Chase’s future results to materially vary, see the information under the section entitled “Caution Regarding Forward-Looking Statements” beginning on page 23 of this proxy statement.
 
Year Ended August 31,
 
2023E
2024E
2025E
2026E
2027E
Revenue
$410
$437
$514
$562
$611
EBITDA(1)
$101
$112
$128
$142
$156
Depreciation
(9)
(10)
(11)
(13)
(14)
Amortization
(24)
(22)
(23)
(24)
(25)
Taxes
(17)
(20)
(23)
(27)
(29)
Net Operating Profit After Taxes
$51
$60
$70
$80
$88
Depreciation
9
10
11
13
14
Amortization
24
22
23
24
25
Capital Expenditures
(10)
(8)
(9)
(8)
(6)
Net Increase in Net Working Capital
(12)
(2)
(6)
(8)
(9)
Unlevered Free Cash Flows
$62
$82
$90
$100
$112
(1)
The 2023 and 2024 EBITDA estimates provided to Party A and KKR in the strategic and financial review process were updated, as described in the section entitled “The Merger (Proposal 1) – Background of the Merger” beginning on page 32 of this proxy statement. The above table summarizes the Management Projections, but with the revised estimates provided to Party A and KKR on July 7, 2023 and on July 14, 2023.
As noted above, the Management Projections reflect numerous estimates and assumptions made with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Chase’s business, all of which are difficult to predict and many of which are beyond Chase’s control.
55

TABLE OF CONTENTS

Interests of Chase’s Directors and Executive Officers in the Merger
In considering the recommendation of the Chase Board of Directors to approve the Merger Agreement, you should be aware that some of Chase’s directors and executive officers have interests in the Merger that may be different from, or in addition to, those of Chase shareholders generally. The Chase Board of Directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement, in reaching its decision to approve the Merger Agreement and in recommending to our shareholders that the Merger Agreement be approved. These interests are described and quantified below.
Treatment of Equity-Based Awards
Chase’s executive officers currently hold unvested Chase RSAs, Chase PSAs and Chase Stock Options. In addition, non-employee directors of Chase hold unvested Chase RSAs.
The Merger Agreement provides that at the effective time of the Merger, the outstanding equity awards of Chase will be treated as follows:
Each Chase RSA (including those held by our non-employee directors and executive officers) will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares subject to such Chase RSA; provided that, subject to limited exceptions (including for Mr. Haigh, as described below), each Chase RSA outstanding immediately prior to the effective time of the Merger that is granted after the date of the Merger Agreement (including those held by our non-employee directors and executive officers) will vest on a prorated basis (based on the time elapsed from the grant date until the closing of the Merger, with the balance automatically canceled for no consideration at the effective time of the Merger).
Each Chase PSA (all of which are held by executive officers) will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares of Chase Common Stock issued and outstanding under the Chase PSA immediately prior to the effective time of the Merger.
Each Chase Stock Option (including those held by our executive officers) will automatically become fully vested and will be canceled and converted into the right to receive a cash payment, without interest, in an amount determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable per-share exercise price of such Chase Stock Option by (ii) the total number of shares of Chase Common Stock issuable in respect of such Chase Stock Option (and, if the exercise price per share for such Chase Stock Option is equal to or greater than the Merger Consideration, such Chase Stock Option will be automatically forfeited and canceled without consideration). With respect to each unvested Chase Incentive Stock Option, prior to the effective time of the Merger, Chase may, in consultation with Parent, provide the holder thereof an opportunity to exercise such Chase Incentive Stock Option effective immediately prior to the effective time of the Merger, with any Chase Incentive Stock Option remaining unexercised immediately prior to the effective time of the Merger being treated in accordance with the preceding sentence.
Prior to the closing of the Merger, Chase may grant a retention equity award, in the form of a time-vesting Chase RSA, to Chase’s General Counsel, Mr. Haigh, with a grant date value of $375,000, with scheduled vesting in three equal annual installments on the first three (3) anniversaries of the grant date, subject to continued employment. Upon the effective date of the Merger, instead of vesting on a pro-rata basis like other Chase RSAs that may be granted after the date of the Merger Agreement, Mr. Haigh’s retention equity award of Chase RSAs will be converted to a contingent cash award, vesting on the first anniversary of the grant date, subject to Mr. Haigh’s continued employment through such date (with accelerated vesting if, following the effective time of the Merger and prior to such date, Mr. Haigh’s employment is terminated by Chase without “cause” or for “good reason” (each, as defined in his severance agreement, provided that, for purposes of the good reason, Mr. Haigh will be deemed to have consented to removal of his public company responsibilities in connection with the consummation of the transactions contemplated by the Merger Agreement)).
See the section entitled “The Merger (Proposal 1) - Interests of Chase’s Directors and Executive Officers in the Merger - Golden Parachute Compensation” beginning on page 58 of this proxy statement for an estimate of the amounts that would become payable to each Chase executive officer (each of whom is a named executive officer)
56

TABLE OF CONTENTS

in respect of his or her unvested Chase RSAs, Chase PSAs and Chase Stock Options awards at the effective time of the Merger. The non-employee directors hold Chase RSAs with reference to an aggregate of 7,824 shares and will receive an aggregate amount of $997,560‬ in respect of such Chase RSAs at the effective time of the Merger.
Severance Agreements
Chase has entered into severance agreements (each, a “Severance Agreement”) with each of its executive officers, Messrs. Peter R. Chase, Adam P. Chase, Michael J. Bourque and Haigh. Each of the Severance Agreements provides that, in the event of a termination of the executive officer’s employment by Chase without “cause” at any time, in the case of Messrs. Peter R. Chase, Adam P. Chase and Haigh, and, in the case of Mr. Bourque, within 12 months following a “change in control” of Chase, or by the executive officer with “good reason,” within a specified period following a “change in control” of Chase, as each such term is defined in the applicable Severance Agreement (in the case of Messrs. Peter R. Chase and Adam P. Chase, within 24 months following a change in control, and in the case of Messrs. Bourque and Haigh, within 12 months following a change in control), the executive officer will be entitled to the following:
severance pay in an amount equal to a multiple (2.0x in the case of Messrs. Peter R. Chase and Adam P. Chase and 1.0x in the case of Messrs. Bourque and Haigh) of (i) the greater of the executive officer’s annual salary in effect immediately prior to the change in control or his annual salary in effect immediately prior to termination, plus (ii) the executive officer’s average annual bonus for the 2 most recently completed fiscal years, paid in substantially equal installments in accordance with Chase’s payroll practices (over 24 months in the case of Messrs. Peter R. Chase and Adam P. Chase and 12 months in the case of Messrs. Bourque and Haigh);
continued participation in benefits in effect for the executive officer as of the date of termination of employment, for a period of 12 months in the case of Messrs. Peter R. Chase, Bourque and Haigh, and a period of 24 months in the case of Mr. Adam P. Chase; and
cost of outplacement services for a period of up to 12 months following termination of employment, subject to a limit of $20,000 in the case of Messrs. Adam P. Chase and Haigh and $10,000 in the case of Mr. Bourque and with no limit specified for Mr. Peter R. Chase.
For Messrs. Adam P. Chase, Bourque and Haigh, the above severance payments and benefits are subject to the executive officer’s timely execution and nonrevocation of a release of claims and compliance with restrictive covenants (including a noncompetition restriction for 1 year post-termination and a restriction on the solicitation of employees and customers for 2 years post-termination).
The Severance Agreements do not provide for tax gross-ups in respect of the golden parachute excise tax pursuant to Section 280G of the Internal Revenue Code. Instead, for Messrs. Adam P. Chase, Bourque and Haigh, the Severance Agreements include a “net-best” provision, which would reduce the parachute payments to the safe-harbor limit, as defined under Section 280G of the Internal Revenue Code, if it is more financially advantageous to the executive officer on an after-tax basis. For Mr. Peter R. Chase, the Severance Agreement provides for a reduction in the parachute payments to the safe-harbor limit, as defined under Section 280G of the Code.
In addition to the foregoing payment under each executive officer’s Severance Agreement, pursuant to the Merger Agreement, each executive officer (similar to other employees) will receive a pro rata bonus based on actual performance for fiscal year 2024 in the event of his termination without “cause” or resignation with “good reason” during such fiscal year.
See “Interests of Chase’s Directors and Executive Officers in the Merger - Golden Parachute Compensation” beginning on page 58 of this proxy statement for the estimated amounts that each of Chase’s executive officers (each of whom is a named executive officer) would receive under his or her Severance Agreement upon a qualifying termination of employment.
Director Deferred Compensation Plan
Certain non-employee directors participate in the Chase Non-Qualified Retirement Savings Plan for the Chase Board of Directors (the “Deferred Compensation Plan”) pursuant to which participants have elected to defer payment of a certain portion of their compensation. Notwithstanding each participant’s deferral election, upon a change of control (which the Merger will constitute), all participants are entitled to receive a lump sum payment of all amounts
57

TABLE OF CONTENTS

accumulated in their Deferred Compensation Plan account no later than sixty (60) days following the effective time of the Merger. Assuming that the Merger is consummated on November 30, 2023, the non-employee directors who participate in the Deferred Compensation Plan would be entitled to payments in an aggregate amount equal to approximately $400,000.
Arrangements with Parent
As of the date of this proxy statement, no executive officer of Chase has entered into any agreement with Parent or any of its affiliates regarding individual employment arrangements with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates following the consummation of the Merger. Prior to and following the Closing, however, Parent intends to have discussions with certain executive officers of Chase regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates and certain executive officers of Chase may enter into agreements with, Parent or Merger Sub, their subsidiaries or their respective 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.
Continuing Employee Benefits
For information regarding the continuing employee benefits provided under the Merger Agreement to employees of Chase (including executive officers) see the section entitled “The Merger Agreement - Employee Matters” beginning on page 76 of this proxy statement.
Golden Parachute Compensation
In accordance with Item 402(t) of Regulation S-K under the Securities Act, 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 executive officer of Chase, each of whom is a named executive officer, in connection with the Merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the heading “Interests of Chase’s Directors and Executive Officers in the Merger” above, which is incorporated herein.
The amounts shown in the table below are estimates of the amounts that would be payable, assuming, solely for purposes of the table, that the Merger is consummated on November 30, 2023, and with respect to cash payments and perquisite/benefit amounts, that the employment of each of the named executive officers is terminated by Chase without “cause”, or the named executive officer resigns with “good reason”, on such date, which we refer to as a “qualifying termination”. Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the Merger (i.e., without regard to whether a qualifying termination occurs). For purposes of the footnotes to the table below, “single trigger” refers to benefits that arise solely as a result of the closing of the Merger, and “double trigger” refers to payments or benefits that require two conditions, which are the closing of the Merger and a qualifying termination.
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. With the exception of (i) the inclusion of certain anticipated market-based adjustments to base salary and target annual bonus for fiscal year 2024 for Messrs. Adam P. Chase, Bourque and Haigh approved by Chase prior to date of the Merger Agreement, which are expected to take effect on September 1, 2023, (ii) the removal of outstanding Chase equity awards anticipated to vest in the ordinary course of business on August 31, 2023, and (iii) the inclusion of fiscal year 2024 Chase RSA grants anticipated to be granted after the date of the Merger Agreement, as described in footnote 2 to the table below, the amounts indicated in the table below do not reflect compensation actions that may occur following the date hereof and prior to completion of the Merger. The following table does not include any amounts that are payable to the named executive officers under retirement plans or life insurance arrangements that do not provide for any enhancement due to the Merger and does not include amounts payable in respect of vested Chase Stock Options held by the named executive officers. Accordingly, the ultimate values to be received by named executive officers in connection with the Merger may differ from the amounts set forth below. The table assumed that no amounts payable to the named executive officers are reduced to avoid the excise tax pursuant to Section 280G of the Internal Revenue Code.
Chase shareholders are being asked to approve, on a non-binding, advisory basis, the compensation that will or may be paid by Chase to these executive officers that is based on or otherwise relates to the Merger (see the section entitled “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)”
58

TABLE OF CONTENTS

beginning on page 92 of this proxy statement). Because the vote to approve such compensation is advisory only, it will not be binding on either Chase or Parent. Accordingly, if the Merger is approved by Chase shareholders and the Merger is completed, the compensation will be payable regardless of the outcome of the advisory vote to approve such compensation.
 
Cash ($)(1)
Equity ($)(2)
Perquisites/
Benefits ($)(3)
Total ($)
Peter R. Chase, Executive Chairman
$1,200,000
$
$46,690
$1,246,690‬
Adam P. Chase, President & Chief Executive Officer
$2,542,825
$2,499,754
$72,291
$5,114,870
Michael J. Bourque, Treasurer & Chief Financial Officer
$604,650
$1,568,803‬
$36,690
$2,210,143
Jeffery D. Haigh, General Counsel
$373,400
$601,811
$46,690
$1,021,901
(1)
This amount represents the “double trigger” cash severance payments that each of Messrs. Peter R. Chase, Adam P. Chase, Bourque and Haigh may receive under his Severance Agreement, as well as the fiscal year 2024 pro rata bonus potentially payable under the Merger Agreement to Messrs. Adam P. Chase, Bourque and Haigh, as described in the section entitled “Severance Agreements” beginning on page 57 of this proxy statement. For Messrs. Adam P. Chase, Bourque and Haigh, the table reflects anticipated market-based adjustments to annual base salaries and target annual bonuses for fiscal year 2024, which are expected to take effect on September 1, 2023, approved by Chase prior to date of the Merger Agreement. For Messrs. Adam P. Chase, Bourque and Haigh, the cash severance payments are contingent up the effectiveness of a release of claims and compliance with restrictive covenants, as described in their Severance Agreements. As noted above in the section entitled “Severance Agreements” beginning on page 57 of the proxy statement, the cash severance payable under each Severance Agreement becomes payable if the named executive officer’s employment is terminated by Chase without “cause” at any time, in the case of Messrs. Peter R. Chase, Adam P. Chase and Haigh, and, in the case of Mr. Bourque, within 12 months following the consummation of the Merger, or the named executive officer resigns for “good reason” within a specified period following the closing of the Merger (which, for Messrs. Peter R. Chase and Adam P. Chase, is 24 months following the closing of the Merger, and for Messrs. Bourque and Haigh, is within 12 months following the consummation of the Merger). The individual components of this column are quantified in the table immediately below.
 
Severance Based on
Applicable Multiple of
Base Salary and
Bonus* ($)
Prorated Annual Bonus
($)
Total
($)
Named Executive Officers
 
 
 
Peter R. Chase, Executive Chairman
$1,200,000
$1,200,000
Adam P. Chase, President & Chief Executive Officer
$2,366,000
$176,825
$2,542,825
Michael J. Bourque, Treasurer & Chief Financial Officer
$549,300
$55,350
$604,650
Jeffery D. Haigh, General Counsel
$351,800
$21,600‬
$373,400
(*)
For purposes of the amounts set forth in the table above, the bonus-related component of severance is determined assuming the fiscal year 2023 will be paid at target-level performance, and the prorated annual bonus for fiscal year 2024 is assumed to be paid at target-level performance. The amounts reflected above are not necessarily indicative of future payouts of the fiscal year 2023 bonus and the prorated annual bonus for fiscal year 2024, which are not currently determinable but will ultimately be determined based on actual performance for the full performance period.
(2)
Except as noted below in this footnote with respect to Mr. Haigh’s anticipated retention equity award of Chase RSAs, this amount represents the “single trigger” payments due with respect to each named executive officer’s Chase RSAs, Chase PSAs and Chase Stock Options. The amount represents the sum of (i) in the case of Chase RSAs granted prior to the date of the Merger Agreement, the product of the Merger Consideration and the number of shares subject to such Chase RSAs, (ii) in the case of Chase RSAs anticipated to be granted after the date of the Merger Agreement, the product of the Merger Consideration and a pro-rata portion of the number of shares subject to such Chase RSAs (determined based on the time elapsed from the grant date to the effective date of the Merger, which is assumed solely for purposes of this table to occur on November 30, 2023), and, with respect to Mr. Haigh’s retention equity award (which is “double trigger”), the product of the Merger Consideration and the number of shares subject to such Chase RSAs, (iii) in the case of Chase PSAs, the product of the Merger Consideration and the number of shares of Chase Common Stock issued and outstanding under the Chase PSA prior to the effective time of the Merger based on actual performance in respect of fiscal year 2023 (which, solely for purposes of this table, is assumed to be earned at target-level performance); and (iv) in the case of unvested portion of Chase Stock Options, the product of (a) the excess, if any, of the Merger Consideration over the applicable per-share exercise price of each such unvested Chase Stock Option by (b) the total number of shares of Chase Common Stock issuable in respect of such unvested portion of the Chase Stock Option. The amounts reflected above for the Chase PSAs are not necessarily indicative of future payouts of each award, which is not currently determinable but will ultimately be determined based on actual performance in respect of fiscal year 2023. The following takes into account Chase RSAs anticipated to be granted to Messrs. Adam P. Chase, Bourque and Haigh in September 2023, as permitted pursuant to the Merger Agreement, but does not take into account Chase equity awards anticipated to vest in the ordinary course of business on August 31, 2023. The individual components of this column are quantified in the table immediately below:
59

TABLE OF CONTENTS

 
Single-Trigger
Double-Trigger
 
Number of
Shares
Subject to
Unvested
Chase RSAs
Aggregate
Value of
Unvested
Chase RSAs
($)
Number of
Shares
Subject to
Unvested
Chase PSAs
(based on
assumed
target
performance)
Aggregate
Value of
Shares
Subject to
Chase PSAs
(based on
assumed
target
performance)
($)
Number of
Shares
Subject to
Unvested
Chase Stock
Options
Aggregate
Value of
Unvested
Chase Stock
Options ($)
Number of
Shares
Subject to
Unvested
Chase RSAs
Aggregate
Value of
Unvested
Chase RSAs
($)
Total
($)
Named Executive Officers
 
 
 
 
 
 
 
 
 
Peter R. Chase, Executive Chairman
Adam P. Chase, President & Chief Executive Officer
8,473
$1,080,263
8,677
$1,106,318
8,736
$313,173
$2,499,754
Michael J. Bourque, Treasurer & Chief Financial Officer
7,088
$903,683
1,160
$147,900‬
15,880
$517,220
$1,568,803
Jeffery D. Haigh, General Counsel(*)
796
$101,529
743
$94,733
1,037
$30,549
2,941
$375,000
$601,811
(*)
2,941 of shares subject to Mr. Haigh’s Chase RSAs with an aggregate value of $375,000 represent Mr. Haigh’s anticipated retention equity award, which will convert into a contingent cash award upon the closing of the Merger, is “double trigger” and would be fully accelerated and paid out upon a qualifying termination following the closing of the Merger.
(3)
This amount represents the “double trigger” perquisite/benefits to which each of Messrs. Peter R. Chase, Adam P. Chase and Haigh may become entitled under his Severance Agreement, as described in the section entitled “The Merger (Proposal 1) - Interests of Chase’s Directors and Executive Officers in the Merger - Severance Agreements” beginning on page 57 of this proxy statement.
 
Continued
Insurance
Coverage ($)
Outplacement
Services
($)
Total
($)
Named Executive Officers
 
 
 
Peter R. Chase, Executive Chairman
$26,690
$20,000(1)
$46,690
Adam P. Chase, President & Chief Executive Officer
$52,291
$20,000
$72,291
Michael J. Bourque, Treasurer & Chief Financial Officer
$26,690
$10,000
$36,690
Jeffery D. Haigh, General Counsel
$26,690
$20,000
$46,690
(1)
Mr. Peter R. Chase's Severance Agreement provides for reasonable outplacement for one year following termination but, unlike the other Severance Agreements, does not specify a maximum dollar amount. For purposes of this table, we have assumed that the value of his outplacement would be subject to the same limit as Messrs. Adam P. Chase and Haigh.
Directors’ and Officers’ Indemnification and Insurance
For information regarding indemnification of Chase’s directors and executive officers, see the section entitled “The Merger Agreement - Directors’ and Officers’ Indemnification and Insurance” beginning on page 77 of this proxy statement.
Financing of the Merger
We presently anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $1,350,000,000, which will be funded via the Equity Financing described below. The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.
In connection with the financing of the Merger, the Parent Sponsor has entered into the Equity Commitment Letter to provide an aggregate amount in immediately available funds of $1,350,000,000 to Parent, solely for the purpose of allowing Parent and/or Merger Sub to fund the aggregate Merger Consideration and to pay associated costs and expenses that are required to be paid by Parent at the closing pursuant to the Merger Agreement (including in connection with the Merger). Chase is an express third-party beneficiary of the Equity Commitment Letter to enforce its right under the Equity Commitment Letter, including with respect to enforcing Parent’s right to cause the commitment under the Equity Commitment Letter to be funded by the Parent Sponsor to Parent in accordance with the Equity Commitment Letter, in each case, subject to (i) the limitations and conditions set forth in the Equity Commitment Letter and (ii) the terms and conditions of the Merger Agreement.
Pursuant to the Limited Guarantee, the Parent Sponsor has agreed to guarantee the payment of any monetary damages to be paid by Parent to Chase under the Merger Agreement, subject to (i) the terms and conditions set forth in the Merger Agreement and the Limited Guarantee and (ii) the Parent Liability Limitation (i.e., an aggregate cap on the Parent Sponsor’s liability equal to $98,000,000).
60

TABLE OF CONTENTS

For more information on Parent’s financing arrangements for the Merger, see the sections entitled “The Merger Agreement - Financing of the Merger” beginning on page 78.
Regulatory Clearances and Approvals Required for the Merger
The completion of the Merger is conditioned on, among other things, certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting period, having expired or been terminated, including the expiration or termination of any applicable waiting period under the HSR Act). Under the terms of the Merger Agreement, each of Chase and Parent agrees to use their respective reasonable best efforts (except where the Merger Agreement specifies a different standard) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement, including preparing and filing as promptly as practicable with any government authority or other third party all documentation to effect all necessary, proper or advisable filings and obtaining certain specified regulatory approvals.
Parent shall and shall cause its subsidiaries to (i) take all actions needed in the event that a governmental authority or third party challenges any of the transactions contemplated by the Merger Agreement as violating the HSR Act or other applicable laws (including any competition laws) to obtain such regulatory clearances, including (a) divestitures, (b) hold separate arrangements, (c) the termination of any existing relationships and contractual rights and obligations, termination of any venture or other arrangement, (d) effectuating any other change or restructuring of Parent, Chase or any of their respective subsidiaries, (e) otherwise agreeing to take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of Chase or any of its subsidiaries, and (f) opposing, fully and vigorously, any administrative or judicial action or proceeding that is initiated challenging the Merger Agreement or the consummation of the transactions contemplated thereby or the entry of any order that would be reasonably expected to restrain, prevent or delay the consummation of the transactions contemplated by the Merger Agreement and (ii) not acquire or agree to acquire any person if such acquisition would reasonably be expected to prevent or materially delay the expiration or termination of the applicable waiting periods or the receipt of any consent from any governmental authority under the HSR Act or any other appliable law (including competition law); provided that, in the case of clauses (a) through (e) above, any such action shall be conditioned upon consummation of the Merger and the other transactions contemplated by the Merger Agreement.
On August 4, 2023, both Chase and Parent filed notification of the proposed Merger with the FTC and the Antitrust Division under the HSR Act.
In addition, prior to the effective time of the Merger, Chase and Parent are required to obtain certain regulatory approvals from the antitrust and foreign investment regulatory authorities in other jurisdictions, where required. Chase and Parent notified the proposed Merger with regulatory authorities of such jurisdictions (including by way of draft filing in those jurisdictions where the pre-notification is the custom).
See the section entitled “The Merger Agreement - Regulatory Clearances and Approvals Required for the Merger” beginning on page 74 of this proxy statement for a more detailed discussion of the parties’ obligations with respect to obtaining regulatory approvals in connection with the Merger.
Accounting Treatment
The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.
Material U.S. Federal Income Tax Consequences of the Merger
The exchange of Chase Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. In general, a U.S. Holder (as described in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 96 of this proxy statement) whose shares of Chase Common Stock are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. Holder’s adjusted tax basis in such shares. With respect to a shareholder that is a “Non-U.S. Holder” (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 96 of this proxy statement), the exchange of shares of Chase Common Stock for the Merger Consideration pursuant to the
61

TABLE OF CONTENTS

Merger generally will not result in U.S. federal income tax to such Non-U.S. Holder unless such Non-U.S. Holder has certain connections with the United States. Backup withholding may apply to the cash payment made pursuant to the Merger unless the shareholder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9, Form W-8 or applicable successor form).
You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 96 of this proxy statement and consult your tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
Delisting and Deregistration of Chase Common Stock
Upon completion of the Merger, the Chase Common Stock currently listed on the NYSE American will cease to be listed on the NYSE American and will subsequently be deregistered under the Exchange Act.
Appraisal Rights
Chase has concluded that Chase shareholders may be entitled to assert appraisal rights under Part 13 of the MBCA and to receive payment of the “fair value” for all (but not less than all) of their shares of Chase Common Stock if the Merger is completed. Chase shareholders who believe they are or may be entitled to appraisal rights in connection with the Merger must (i) deliver, before the vote is taken on the Merger proposal, written notice of the shareholder’s intent to demand payment, (ii) not vote the shareholder’s shares in favor of the Merger proposal and (iii) comply with the requirements of the MBCA. See the section entitled “Appraisal Rights of Shareholders” beginning on page 88 of this proxy statement. The full text of Part 13 of the MBCA is attached to this proxy statement as Annex C.
Litigation Related to the Merger
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 Chase, 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 order, injunction, decree or law issued by any governmental authority of competent jurisdiction that prohibits, renders illegal or enjoins the consummation of the Merger whether on a temporary, preliminary or permanent basis. 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.
62

TABLE OF CONTENTS

THE MERGER AGREEMENT
The following is a summary of the material terms and conditions of the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. This summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A, and which is incorporated by reference into this proxy statement. We encourage you to read the Merger Agreement carefully and in its entirety because it is the legal document that governs the Merger.
Explanatory Note Regarding the Merger Agreement
The following summary of the Merger Agreement, a copy of which is attached hereto as Annex A to this proxy statement, is intended to provide information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about Chase in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Chase or any of its subsidiaries or affiliates. The Merger Agreement contains representations and warranties by Chase, Parent and Merger Sub which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by the disclosure schedules to the Merger Agreement; were made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may apply contractual standards of materiality or material adverse effect that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Chase’s public disclosures.
Additional information about Chase may be found elsewhere in this proxy statement and Chase’s other public filings. See the section entitled “Where You Can Find More Information,” beginning on page 101 of this proxy statement.
Structure of the Merger
At the effective time of the Merger, Merger Sub will be merged with and into Chase in accordance with the MBCA and the DGCL. As a result of the Merger, the separate existence of Merger Sub will cease, and Chase will be the Surviving Corporation. At the effective time of the Merger and by virtue of the Merger, the articles of organization of Chase in effect at the effective time of the Merger will be the articles of organization of the Surviving Corporation, until amended in accordance with applicable law. The bylaws of Chase in effect at the effective time of the Merger will be the bylaws of the Surviving Corporation, until amended in accordance with applicable law. From and after the effective time of the Merger, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors of Merger Sub at the effective time of the Merger will be the directors of the Surviving Corporation and the officers of Chase at the effective time of the Merger will be the officers of the Surviving Corporation.
Closing and Effective Time of the Merger
Unless another time, date or place is mutually agreed in writing by Chase and Parent, the closing of the Merger will take place as soon as possible, but in any event no later than three (3) business days after the date the closing conditions set forth in the Merger Agreement and described in the section entitled “The Merger Agreement - Conditions to Completion of the Merger” beginning on page 80 of this proxy statement (other than conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the closing of the Merger) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions. The Merger will become effective at such time as the articles of merger are duly filed with the Secretary of the Commonwealth of Massachusetts and the certificate of merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as may be specified in the articles of merger or the certificate of merger. As of the date of this proxy statement, we expect to complete the Merger in the fourth calendar quarter of 2023. However, completion of the Merger is subject to the satisfaction or waiver of the conditions to the completion of the Merger, which are described below, and it is possible that factors outside the control of Chase or Parent could delay the completion of the Merger,
63

TABLE OF CONTENTS

or prevent it from being completed at all. There may be a substantial amount of time between the Special Meeting and the completion of the Merger. We expect to complete the Merger promptly following the receipt of all required approvals.
Effect of the Merger on Chase Common Stock
At the effective time of the Merger, each share of Chase Common Stock outstanding immediately prior to the effective time of the Merger (other than shares owned by Chase (as treasury stock), Parent or any of their respective subsidiaries, Merger Sub or any shareholder who has properly demanded and perfected and not validly withdrawn appraisal rights, if available, in accordance with Massachusetts law, together, the “excluded shares”) will be converted into the right to receive the Merger Consideration (i.e., $127.50 in cash, without interest). As of the effective time of the Merger, all such shares of Chase Common Stock will no longer be outstanding and will automatically be canceled and retired and cease to exist and will thereafter represent only the right to receive the Merger Consideration to be paid in accordance with the terms of the Merger Agreement.
At the effective time of the Merger, each share of Chase Common Stock held by Chase (as treasury stock) or owned by Parent, Merger Sub or any other subsidiary of Parent will be canceled without payment of any consideration. At the effective time of the Merger, each share of Chase Common Stock held by any subsidiary of Chase or Parent will be canceled and extinguished without any conversion thereof or consideration paid therefor. In addition, shares of Chase Common Stock outstanding immediately prior to effective time of the Merger and held by a shareholder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded and perfected such shareholder’s right to appraisal for such shares in accordance with Part 13 of the MBCA, if Part 13 of the MBCA is determined to be applicable, will not be converted into the right to receive the Merger Consideration, but instead and in lieu thereof, will have the right to receive payment from Parent with respect to such shares in accordance with the MBCA, as further described in the section entitled “Appraisal Rights of Shareholders” beginning on page 88 of this proxy statement.
Each share of common stock of Merger Sub outstanding immediately prior to the effective time of the Merger will be converted into one share of common stock of the Surviving Corporation.
Procedures for Surrendering Shares for Payment
Prior to the effective time of the Merger, Parent will appoint an exchange agent reasonably acceptable to Chase for the purpose of exchanging for the Merger Consideration certificates representing shares of Chase Common Stock or uncertificated shares of Chase Common Stock. Prior to the effective time of the Merger, Parent will make available to the exchange agent the aggregate Merger Consideration to be paid in respect of the certificates representing shares of Chase Common Stock or uncertificated shares of Chase Common Stock.
As promptly as practicable after the effective time of the Merger (but no later than two (2) business days thereafter), Parent will send, or cause the exchange agent to send, to each holder of shares of Chase Common Stock at the effective time of the Merger a letter of transmittal and instructions (which will be in a form reasonably acceptable to Chase and finalized prior to the effective time of the Merger and which will specify that the delivery will be effected, and risk of loss and title will pass, only upon proper delivery of certificates representing shares of Chase Common Stock or transfer of uncertificated shares of Chase Common Stock to the exchange agent) for use in such exchange.
Each holder of shares of Chase Common Stock that have been converted into the right to receive the Merger Consideration will be entitled to receive, upon (i) surrender to the exchange agent of a certificate, together with a properly completed letter of transmittal in customary form reasonably acceptable to Parent, or (ii) receipt of an “agent’s message” by the exchange agent (or such other evidence, if any, of transfer as the exchange agent may reasonably request) in the case of a book-entry transfer of uncertificated shares, in each case (i) or (ii), the Merger Consideration payable for each share of Chase Common Stock represented by a certificate or for each uncertificated share. Until so surrendered or transferred, as the case may be, each such certificate or uncertificated share will represent after the effective time of the Merger for all purposes only the right to receive such Merger Consideration.
If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered certificate or the transferred uncertificated share is registered, it will be a condition to such payment that
64

TABLE OF CONTENTS

(i) either such certificate be properly endorsed or otherwise be in proper form for transfer or such uncertificated share be properly transferred and (ii) the person requesting such payment must pay to the exchange agent any transfer or other taxes required as a result of such payment or establish to the satisfaction of the exchange agent that such tax has been paid or is not payable.
After the effective time of the Merger, there will be no further registration of transfers of shares of Chase Common Stock. If, after the effective time of the Merger, certificates representing shares of Chase Common Stock or uncertificated shares of Chase Common Stock are presented to the Surviving Corporation or the exchange agent, they will be canceled and exchanged for the Merger Consideration.
Any portion of the Merger Consideration made available to the exchange agent for payment to the shareholders that remains unclaimed by the holders of Chase Common Stock twelve (12) months after the effective time of the Merger will be returned to Parent, upon demand, and any such holder who has not exchanged shares of Chase Common Stock will thereafter look only to Parent for payment of the Merger Consideration in respect of such shares without any interest thereon.
Withholding
Chase, Parent, the Surviving Corporation, the exchange agent and their affiliates are entitled to deduct and withhold from the amounts otherwise payable to any person pursuant to the Merger Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign tax law. Any amounts so deducted or withheld shall be paid over to the applicable governmental authority, and, to the extent so paid over, shall be treated for all purposes of the Merger Agreement as having been paid to the person in respect of whom such deduction or withholding was made.
Treatment of Chase Equity Awards
The Merger Agreement provides that, at the effective time of the Merger, the outstanding equity awards of Chase will be treated as follows:
Each Chase RSA will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares subject to such Chase RSA; provided that, subject to limited exceptions, each Chase RSA outstanding immediately prior to the effective time of the Merger that is granted after the date of the Merger Agreement will vest on a prorated basis (based on the time elapsed from the grant date until the closing of the Merger, with the balance automatically canceled for no consideration at the effective time of the Merger).
Each Chase PSA will automatically become fully vested and will be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares of Chase Common Stock issued and outstanding under the Chase PSA immediately prior to the effective time of the Merger.