CCF Chase Corp

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

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.

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.

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

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:

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.

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:

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.

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.”

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.

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.

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.

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.

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).

At the Special Meeting, Chase shareholders will be asked to consider and vote on the following:

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.

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.

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.

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

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.

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.

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.

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

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).

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).

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, 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).

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, 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.

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:

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.

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.

A representative from Broadridge will serve as the inspector of election.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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

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

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.

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).

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.

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.

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

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.

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 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 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.

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.

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:

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.

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.

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).

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.

The results of certain aspects of Perella Weinberg's analysis are summarized in the following table:

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.

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,

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:

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.

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.

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.

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:

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.

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.

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.

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.

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

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.

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.

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.

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:

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)

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.

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:

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.

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

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.

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.

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.

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)”

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.

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.

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).

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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.

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,

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.

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.

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

(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.

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.

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.

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 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.

Chase’s representations and warranties to Parent in the Merger Agreement relate to, among other things:

Parent’s and Merger Sub’s representations and warranties to Chase in the Merger Agreement relate to, among other things:

None of the representations and warranties in the Merger Agreement survive the effective time of the Merger.

Many of Chase’s representations and warranties in the Merger Agreement are qualified by a “company material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have, individually or in the aggregate, a company material adverse effect). For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any event, change, effect, development, occurrence or circumstance that, individually or in the aggregate, (i) has or would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), assets, business or results of operations of Chase and its subsidiaries, taken as a whole or (ii) would, or would reasonably be expected to, prevent, materially impair or delay the ability of Chase and its subsidiaries to perform their obligations under or to consummate the Merger and the other transactions contemplated by the Merger Agreement, but with respect to clause (i) only, excluding any effect resulting, directly or indirectly, from the following:

Notwithstanding these exclusions, to the extent any event referred to in bullets one, two, three, four and five has had a disproportionate adverse effect on Chase and its subsidiaries relative to other companies in the same industry or industries in which Chase and its subsidiaries conducts business, the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred or would reasonably be expected to occur a company material adverse effect.

Certain of Parent’s representations and warranties in the Merger Agreement are qualified by a “parent material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have, individually or in the aggregate, a parent material adverse effect). For purposes of the Merger Agreement, a “Parent Material Adverse Effect” means any event, change, effect, development or occurrence that would reasonably be expected to prevent, or materially impair or delay the ability of Parent or Merger Sub to perform its obligations under the Merger Agreement or prevent, or materially impair or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

Chase has agreed to certain covenants in the Merger Agreement restricting the conduct of its business between the date of the Merger Agreement and the effective time of the Merger. In general, except as expressly required or contemplated by the Merger Agreement, as set forth on the disclosure schedules to the Merger Agreement, as required by applicable law, or with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), Chase will, and will cause each of its subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course consistent with past practices.

In addition, without limiting the generality of the foregoing, except as expressly required or contemplated by the Merger Agreement, as set forth on the disclosure schedules to the Merger Agreement, as required by applicable law or with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), Chase will not, nor will Chase permit any of its subsidiaries to:

Chase has agreed under the Merger Agreement to, as soon as reasonably practicable following the date on which the SEC staff advises that it has no further comments on this proxy statement or that Chase may commence mailing this proxy statement, duly call and give notice of, and commence mailing of this proxy statement to the holders of Chase Common Stock as of the record date established for, a meeting of holders of the shares of Chase Common Stock to consider and vote upon the adoption of the Merger Agreement and as soon as reasonably practicable following the commencement of the mailing of this proxy statement, convene and hold the shareholder meeting, provided that Chase may (and on no more than two occasions, if requested by Parent, shall) adjourn or postpone the shareholder meeting to a later date with Parent’s consent or to the extent Chase believes in good faith that such adjournment or postponement is reasonably necessary to ensure that any required supplement or amendment to this proxy statement is provided to the holders of shares of Chase Common Stock within a reasonable amount of time in advance of the shareholder meeting, to allow reasonable additional time to solicit additional proxies necessary to obtain approval by Chase shareholders, to ensure that there are sufficient shares of Chase Common Stock represented (either via the Virtual Meeting Website or by proxy) and voting to constitute a quorum necessary to conduct the business of the shareholder meeting or otherwise where required to comply with applicable law, provided, that in the case of the foregoing, the shareholder meeting shall not be adjourned or postponed on more than two occasions and no such adjournment or postponement shall be for more than five (5) business days; provided, further, that in no event (i) shall the shareholder meeting be adjourned or postponed beyond the date that is five (5) business days prior to the End Date or (ii) once it is fixed by the Chase Board of Directors, shall set the record date for the shareholder

meeting change (whether or not in connection with such adjournment or postponement), without the prior written consent of Parent. Subject to the restrictions on solicitation described below, the Chase Board of Directors shall recommend that the holders of the shares of Chase Common Stock approve the Merger Agreement, Chase shall use its reasonable best efforts to obtain the approval by Chase shareholders and Chase shall otherwise comply in all material respects with all legal requirements applicable to the shareholder meeting.

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 and officers and will direct each of its or their financial advisors and will use reasonable best efforts to cause each of its and their other employees, investment bankers, attorneys, accountants and other advisors (collectively, “Representatives”) not to:

If any director, officer or Representative of Chase or any of its subsidiaries breaches these restrictions, then Chase will be deemed to have breached such restrictions.

Chase also agreed in the Merger Agreement to (and agreed to cause its subsidiaries and its and their respective Representatives to) cease immediately and cause to be terminated (i) any and all existing activities, discussions, negotiations or solicitations of the foregoing, if any, with any third party and its Representatives with respect to any acquisition proposal and (ii) Chase shall promptly (and in any event, within one (1) business day of the signing of the Merger Agreement) terminate any data room access of such third party or any of its Representatives and request in writing that each third party that has executed a confidentiality or similar agreement in connection with any transaction or proposal involving Chase that could reasonably be expected to lead to an acquisition proposal or that relates to a potential acquisition proposal promptly return to Chase or destroy all non-public information previously furnished or made available to such third party or any of its Representatives by or on behalf of Chase or its Representatives. If at any time Chase provides any non-public information to a third party, in compliance with exceptions set forth below and the Chase Board of Directors subsequently determines that the acquisition proposal made by such third party is not, or would not reasonably be expected to lead to, a superior proposal, then Chase shall promptly (and in any event within two (2) business days after the date of the Merger Agreement) terminate any data room access of such third party or any of its Representatives and request in writing that each third party promptly return to Chase or destroy all non-public information previously furnished or made available to such third party or any of its Representatives by or on behalf of Chase or its Representatives.

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 did not

result 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 engage in negotiations or discussions with such third party would be inconsistent with its fiduciary duties under applicable law, then Chase may:

The Chase Board of Directors may, (i) in response to the receipt of a bona fide unsolicited written acquisition proposal from a third party which did not result from a breach of the foregoing and that the Chase Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a superior proposal, make an adverse recommendation change or terminate the Merger Agreement in order to enter into a definitive agreement for a superior proposal, or (ii) in response to an intervening event, make an adverse recommendation change of the type described in clause (i) or (v) of the definition thereof, if and only if, in each case, 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.

In addition, prior to obtaining the approval of Chase shareholders, Chase is required to notify Parent promptly (and in any event within twenty-four (24) hours) after receipt by Chase of any acquisition proposal or indication by any person that it is considering making an acquisition proposal, or any request for nonpublic information relating to Chase or any of its subsidiaries or for access to the business, properties, personnel, assets, books or records of Chase or any of its subsidiaries by any third party, in each case, that could reasonably be expected to make, or has made, an acquisition proposal (which notice shall include the identity of the third party making such acquisition proposal and unredacted copies of the acquisition proposal and all related documents (including all financing commitments and other documents relating to the financing), and if such acquisition proposal or any portion thereof was not provided in writing, a summary of the material terms and conditions thereof). Chase is required to keep Parent reasonably informed, on a prompt basis, of the status and material terms and conditions of any such acquisition proposal and any developments which are not immaterial related thereto and the status of any discussions or negotiations, including promptly (but in no event later than twenty-four (24) hours after receipt) providing Parent summaries of all oral communications between Chase and unredacted copies of all material correspondence and written materials (including any amendments or modifications thereto) sent or provided to or by Chase or any of its subsidiaries or any of their respective Representatives in connection therewith.

For purposes of the Merger Agreement, “acquisition proposal” means, other than the transactions contemplated by the Merger Agreement, any third party offer or proposal relating to: