NovaMart Global Inc.

NovaMart Global Inc.
Stockholder Written Consent Solicitation Package
In Connection with the Stock Purchase Agreement dated May 20, 2025 by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders Named Therein
Prepared by:
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
In coordination with:
Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, TX 77002
May 20, 2025
CONFIDENTIAL — FOR DISTRIBUTION TO NOVAMART STOCKHOLDERS ONLY
This package and its contents are strictly confidential and are intended solely for the use of the holders of record of the capital stock of NovaMart Global Inc. Any unauthorized reproduction, distribution, or disclosure of this package or its contents is strictly prohibited.
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I. Cover Letter to NovaMart Stockholders
May 20, 2025
NovaMart Global Inc. 1100 Congress Avenue, Suite 800 Austin, TX 78701
To: All Holders of Record of Capital Stock of NovaMart Global Inc.
Dear NovaMart Stockholders:
We are writing to you in your capacity as a holder of record of the capital stock of NovaMart Global Inc., a Delaware corporation ("NovaMart" or the "Company"), to request your approval, by written consent in lieu of a special meeting, of the transactions described in this solicitation package (this "Package"). This letter is being sent to you on behalf of NovaMart, and is delivered in coordination with Calderwood & Harkness LLP (counsel to Cascade Retail Holdings Inc., Harrison Wexford, Responsible Partner) and Calloway, Brandt & Loewe LLP (counsel to NovaMart and the Selling Stockholders, Richard Calloway, Lead Partner; Simone Adesanya, Associate Lead).
Purpose of this Package
NovaMart Global Inc. has entered into a Stock Purchase Agreement dated as of May 20, 2025 (the "SPA") with Cascade Retail Holdings Inc. ("Cascade"), a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI" and headquartered at 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119. Pursuant to the terms of the SPA, Cascade will acquire 100% of the issued and outstanding capital stock of NovaMart from all holders thereof (the "Selling Stockholders") for an aggregate purchase price of $1,200,000,000 (one billion two hundred million dollars) in cash (the "Purchase Price"), subject to the adjustments and other terms described in the SPA and summarized in the Summary Term Sheet included in this Package.
Because NovaMart is a privately held Delaware corporation, stockholder approval of the SPA and the transactions contemplated thereby is being solicited by written consent in lieu of a special meeting of stockholders, pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL"). Under Section 228 of the DGCL, any action that may be taken at a meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
This Package contains the following materials for your review and action:
(i) this Cover Letter;
(ii) a Summary Term Sheet describing the material terms and conditions of the SPA and the transactions contemplated thereby;
(iii) the Form of Written Consent for your execution and delivery;
(iv) Instructions for Execution and Delivery of the Written Consent;
(v) Exhibit A — the Stock Purchase Agreement (Execution Version), or a reference to its availability;
(vi) Exhibit B — the Escrow Agreement (Summary or Full Copy), or a reference to its availability;
(vii) Exhibit C — the Stockholder Representative Agreement (Summary or Full Copy), or a reference to its availability; and
(viii) Important Notices and Disclaimers.
Recommendation of the Board of Directors and Management
The Board of Directors of NovaMart (the "Board") has, by unanimous vote of all directors at a meeting duly called and held on May 18, 2025, approved and declared advisable the SPA and all of the transactions contemplated thereby, including the sale of 100% of the issued and outstanding capital stock of NovaMart to Cascade for the Purchase Price. The Board has determined that the SPA and the transactions contemplated thereby are fair to, and in the best interests of, NovaMart and its stockholders, and unanimously recommends that all stockholders execute and deliver the enclosed Written Consent to approve the SPA and the transactions contemplated thereby.
In reaching its determination and recommendation, the Board considered a number of factors, including the opinion of Pemberton Strauss Advisory LLC, NovaMart's financial advisor, that the Purchase Price is fair, from a financial point of view, to the Selling Stockholders, as well as the terms and conditions of the SPA, the current and prospective business and financial condition of NovaMart, the competitive landscape and strategic alternatives available to the Company, and the other factors described in the SPA.
Julian Reeves, Founder and Chief Executive Officer of NovaMart, and Priya Narasimhan, Co-Founder and Chief Technology Officer of NovaMart, each of whom serves as a member of the Board and as a Selling Stockholder, fully support the transaction and intend to execute the Written Consent with respect to all shares of NovaMart capital stock held by them.
In addition, Ridgeline Equity Partners, LP, which holds approximately 41.2% of the outstanding NovaMart capital stock, and Brindoval Ventures Fund III, LP, which holds approximately 22.8% of the outstanding NovaMart capital stock, have each indicated their intent to execute and deliver the Written Consent promptly following receipt of this Package. Together, these two stockholders hold approximately 64.0% of the outstanding capital stock of NovaMart, which, when combined with the shares held by Mr. Reeves and Ms. Narasimhan, represents approximately 90.8% of the outstanding capital stock.
Action Requested and Deadline
Each stockholder is requested to execute and return the enclosed Written Consent as promptly as practicable, and in any event no later than five (5) business days from the date of this Package (i.e., no later than May 28, 2025). Executed Written Consents should be delivered in the manner described in Section IV (Instructions for Execution and Delivery) of this Package. Timely return of your executed Written Consent is important to facilitate an efficient and orderly closing process.
Availability of Additional Information
The full SPA, together with all schedules and exhibits thereto, and all ancillary transaction documents (including the Escrow Agreement, the Stockholder Representative Agreement, the forms of employment agreements, and the commitment letter for Cascade's financing), are available for review at the offices of Calloway, Brandt & Loewe LLP, 600 Travis Street, Suite 4500, Houston, TX 77002, during normal business hours, or upon request from Amanda Trevino, General Counsel of NovaMart, at 1100 Congress Avenue, Suite 800, Austin, TX 78701. Stockholders who wish to review any such documents should contact Ms. Trevino or Mr. Calloway's office to arrange access.
Stockholders are strongly encouraged to review the enclosed Summary Term Sheet and the Form of Written Consent carefully and to consult with their own legal counsel and financial and tax advisors prior to executing the Written Consent. Neither NovaMart, Cascade, Calderwood & Harkness LLP, nor Calloway, Brandt & Loewe LLP is providing legal, tax, or financial advice to any individual stockholder in connection with this Package or the transactions described herein.
We appreciate your continued support and investment in NovaMart, and we look forward to completing this important transaction with your cooperation.
Very truly yours,
NOVAMART GLOBAL INC.
By: ________
Name: Amanda Trevino
Title: General Counsel
Date: May 20, 2025
II. Summary Term Sheet
The following summary term sheet (this "Summary Term Sheet") is provided for the convenience of NovaMart stockholders and describes the material terms and conditions of the Stock Purchase Agreement dated as of May 20, 2025 (the "SPA"). This Summary Term Sheet is qualified in its entirety by reference to the SPA, a complete copy of which is attached hereto as Exhibit A or is available for review upon request. Capitalized terms used but not defined in this Summary Term Sheet have the meanings ascribed to them in the SPA. In the event of any conflict or inconsistency between this Summary Term Sheet and the SPA, the terms of the SPA shall control.
A. Overview of the Transaction
Transaction Type. The transaction is structured as a stock purchase. Pursuant to the SPA, Cascade Retail Holdings Inc. ("Cascade" or the "Buyer") will acquire 100% of the issued and outstanding capital stock of NovaMart Global Inc. ("NovaMart" or the "Company") from all holders thereof (the "Selling Stockholders"). The transaction is not structured as a merger or asset sale.
Parties to the SPA. The SPA has been entered into by and among the following parties:
Buyer: Cascade Retail Holdings Inc., a Delaware corporation, publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI." Cascade is headquartered at 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119. Cascade's principal officers include Margaret "Meg" Alderton (Chief Executive Officer), Rajiv Sundaram (Chief Financial Officer), Elena Vasquez-Bright (General Counsel), and Theodore "Ted" Langford (Senior Vice President, Corporate Development).
Target/Company: NovaMart Global Inc., a Delaware corporation (privately held). NovaMart is headquartered at 1100 Congress Avenue, Suite 800, Austin, TX 78701. NovaMart's principal officers include Julian Reeves (Founder & Chief Executive Officer), Priya Narasimhan (Co-Founder & Chief Technology Officer), Douglas "Doug" Whitfield (Chief Financial Officer), and Amanda Trevino (General Counsel).
Selling Stockholders: All holders of record of the capital stock of NovaMart, including:
•  Ridgeline Equity Partners, LP — approximately 41.2% of the outstanding capital stock;
•  Brindoval Ventures Fund III, LP — approximately 22.8% of the outstanding capital stock;
•  Julian Reeves — approximately 18.5% of the outstanding capital stock;
•  Priya Narasimhan — approximately 8.3% of the outstanding capital stock; and
•  Other management and employee stockholders — approximately 9.2% of the outstanding capital stock in aggregate, including shares issuable upon exercise of vested in-the-money stock options.
Stockholder Representative. Ridgeline Equity Partners, LP, acting through Franklin Osei (Managing Partner), has been designated as the Stockholder Representative for all post-closing matters under the SPA, including indemnification claims, working capital adjustment disputes, and escrow releases. The Stockholder Representative's principal office is located at 200 Park Avenue South, 14th Floor, New York, NY 10003. The role and authority of the Stockholder Representative are described in greater detail in the SPA and the Stockholder Representative Agreement attached hereto as Exhibit C.
B. Purchase Price and Consideration
Aggregate Purchase Price. The aggregate purchase price for 100% of the issued and outstanding capital stock of NovaMart is $1,200,000,000 (one billion two hundred million dollars) (the "Purchase Price").
Form of Consideration. The Purchase Price will be paid entirely in cash at closing. There is no stock component, contingent consideration, earnout, or other deferred payment mechanism. All consideration will be denominated in United States dollars.
Escrow Amount. At closing, $96,000,000 (representing 8% of the Purchase Price) will be deposited into an escrow account (the "Escrow Fund") with Marlowe Asset Management Trust Company, N.A. (Patricia Keane, Vice President, Escrow Services), located at One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, PA 19103, pursuant to the terms of the Escrow Agreement (Exhibit B). The Escrow Fund will secure the Selling Stockholders' indemnification obligations under Article IX of the SPA.
Net Cash to Sellers at Closing. The aggregate net cash payable to the Selling Stockholders at closing (before the estimated working capital adjustment) is $1,104,000,000 (i.e., $1,200,000,000 minus $96,000,000 deposited in escrow). This amount is subject to adjustment based on the estimated working capital of NovaMart at closing, as described below.
Pro Rata Allocation. Each Selling Stockholder will receive its pro rata share of the net closing consideration based on its percentage ownership of NovaMart capital stock, calculated on a fully diluted basis. For purposes of determining each Selling Stockholder's pro rata share, vested in-the-money stock options will be treated as if exercised on a net-exercise basis (i.e., as if the option holder had exercised the option and received the net number of shares after withholding shares equal in value to the exercise price). The Company will confirm each Selling Stockholder's percentage ownership and pro rata share prior to closing.
C. Working Capital Adjustment
Working Capital Target. The SPA establishes a working capital target of $78,500,000 (the "Working Capital Target"), which represents the estimated net working capital of NovaMart as of the closing date based on NovaMart's historical financial statements and the agreed Working Capital Methodology set forth in the SPA.
Collar. No working capital adjustment will apply if NovaMart's actual net working capital at closing falls within a collar of ±$5,000,000 relative to the Working Capital Target — that is, if actual net working capital at closing is between $73,500,000 and $83,500,000, the Purchase Price will not be adjusted on account of working capital.
True-Up Mechanism. If NovaMart's actual net working capital at closing is above $83,500,000 or below $73,500,000, a dollar-for-dollar adjustment will apply to the extent of the difference between actual net working capital and the applicable boundary of the collar. If actual net working capital exceeds $83,500,000, Cascade will pay the excess to the Stockholder Representative for distribution to the Selling Stockholders. If actual net working capital is below $73,500,000, the Selling Stockholders (through the Stockholder Representative) will pay the shortfall to Cascade. Any such true-up payment shall be made within 60 days following the closing, based on the final working capital calculation prepared in accordance with the Working Capital Methodology set forth in Schedule 2.5 of the SPA.
Disputes. Any disputes regarding the final working capital calculation shall be resolved in accordance with the dispute resolution procedures set forth in Section 2.5 of the SPA, which provide for submission to an independent accounting firm (Severin Beck CPAs LLP has been designated as the Independent Accountant under the SPA) for final and binding resolution.
D. Escrow Arrangements
Escrow Agent. Marlowe Asset Management Trust Company, N.A. has been engaged as the escrow agent for the transaction.
Escrow Amount. The Escrow Fund will consist of $96,000,000, representing 8% of the aggregate Purchase Price, deposited at closing.
Escrow Release. The Escrow Fund (or any remaining balance thereof not subject to pending claims) will be released to the Stockholder Representative for distribution to the Selling Stockholders on the date that is 24 months after the closing date, subject to the following: any amounts that are the subject of then-pending indemnification claims asserted by Cascade will be retained in the Escrow Fund until such claims are finally resolved (whether by agreement, arbitration, or court order). Upon final resolution of any such pending claim, the applicable portion of the Escrow Fund will be distributed either to Cascade (if the claim is sustained) or to the Stockholder Representative (if the claim is denied or withdrawn).
Purpose. The Escrow Fund serves as the primary source of recovery for Cascade in respect of the Selling Stockholders' indemnification obligations under Article IX of the SPA. Cascade has also obtained a representations and warranties insurance policy (described in Section F below) as an additional source of recovery.
The terms of the Escrow Fund are governed by the Escrow Agreement, a copy of which is attached as Exhibit B or is available upon request.
E. Indemnification
General Indemnification Cap. The aggregate liability of the Selling Stockholders for indemnification claims under the SPA (other than with respect to Fundamental Representations and certain specified indemnification obligations) is capped at $216,000,000, representing 18% of the Purchase Price.
Survival Period — General Representations and Warranties. The general representations and warranties of NovaMart and the Selling Stockholders in the SPA will survive the closing for a period of 24 months from the closing date. No indemnification claim may be asserted with respect to a breach of a general representation or warranty after the expiration of such 24-month period, except for claims that have been properly asserted prior to such expiration and remain pending.
Survival Period — Fundamental Representations. The Fundamental Representations (which include representations regarding organization and authority, capitalization, due authorization, title to shares, and no broker's fees) will survive the closing indefinitely and are not subject to any time limitation.
Survival Period — Tax Representations. The representations and warranties relating to tax matters will survive the closing until 60 days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof).
Tax Indemnification. The Selling Stockholders have agreed to indemnify Cascade and NovaMart for all pre-closing tax liabilities of NovaMart, without regard to the general indemnification cap described above. Tax indemnification obligations are not subject to any basket, deductible, or other threshold.
Dispute Resolution. Indemnification disputes arising under Article IX of the SPA are subject to the specific dispute resolution procedures set forth therein, which generally provide for an initial notice and response period, followed by good-faith negotiation, and, if the parties are unable to reach agreement, submission of the dispute to the exclusive jurisdiction of the Delaware Court of Chancery. General disputes arising under the SPA (other than indemnification disputes and working capital disputes) are also subject to the exclusive jurisdiction of the Delaware Court of Chancery.
F. Representations and Warranties Insurance
To provide Cascade with an additional source of recovery for losses arising from breaches of NovaMart's and the Selling Stockholders' representations and warranties, Cascade has procured a buy-side representations and warranties insurance policy (the "R&W Policy") on the following terms:
Carrier: Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832).
Broker: Northbridge Risk Advisors LLC (Thomas Ellingsen, Senior Vice President).
Policy Limit: $216,000,000, matching the general indemnification cap under the SPA.
Retention (Self-Insured Retention): $12,000,000 (representing approximately 1% of the total deal value). The retention amount represents the initial layer of loss that Cascade must absorb before the R&W Policy responds.
Premium: $5,400,000, which will be borne entirely by Cascade. No portion of the R&W Policy premium will be charged to or deducted from the consideration payable to the Selling Stockholders.
Effect on Stockholders. The R&W Policy is expected to serve as Cascade's primary source of recovery for most representation and warranty claims, which is expected to significantly reduce the likelihood that Cascade will assert indemnification claims directly against the Selling Stockholders or the Escrow Fund. However, stockholders should be aware that the R&W Policy does not eliminate the Selling Stockholders' indemnification obligations under the SPA, and Cascade retains the right to pursue indemnification claims against the Escrow Fund and the Selling Stockholders to the extent permitted by the SPA.
G. Termination Provisions
Outside Date. Either party may terminate the SPA if the closing has not occurred on or before December 31, 2025 (the "Outside Date"), provided that the terminating party is not then in material breach of any of its representations, warranties, covenants, or agreements under the SPA. The Outside Date may be extended by mutual written agreement of the parties.
Reverse Termination Fee. If the SPA is terminated due to (a) Cascade's failure to consummate the closing at a time when all conditions to Cascade's obligations to close have been satisfied or waived, or (b) Cascade's willful and material breach of the SPA, then Cascade shall pay to the Stockholder Representative, for the benefit of the Selling Stockholders, a reverse termination fee of $30,000,000 (representing 2.5% of the Purchase Price). Payment of the reverse termination fee shall be the Selling Stockholders' sole and exclusive monetary remedy against Cascade for such termination, except in the case of fraud.
Forward Termination Fee. If the SPA is terminated due to (a) a material breach by NovaMart or the Selling Stockholders that is not cured within the applicable cure period, or (b) the Board's acceptance of a Superior Proposal (as defined in the SPA), then the Selling Stockholders shall pay (or cause to be paid) to Cascade a forward termination fee of $30,000,000 (representing 2.5% of the Purchase Price). Payment of the forward termination fee shall be Cascade's sole and exclusive monetary remedy against NovaMart and the Selling Stockholders for such termination, except in the case of fraud.
H. Conditions to Closing
The obligations of the parties to consummate the closing are subject to the satisfaction or waiver of the following conditions:
Antitrust/HSR Clearance. The closing is conditioned upon the expiration or early termination of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The parties submitted their respective HSR filings with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice on April 11, 2025. The DOJ issued a Second Request for additional information and documentary material on May 8, 2025. Both parties are cooperating diligently to respond to the Second Request. Substantial compliance with the Second Request is expected by August 2025, with HSR clearance anticipated in the September–October 2025 timeframe. There can be no assurance, however, that clearance will be obtained on this timeline or at all.
Accuracy of Representations and Warranties. The representations and warranties of each party contained in the SPA must be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect qualifiers, in all respects) as of the date of the SPA and as of the closing date (except for representations and warranties that speak as of a specific date, which need only be true and correct as of such date).
Compliance with Covenants. Each party must have performed and complied in all material respects with all of its covenants and agreements required to be performed or complied with under the SPA on or prior to the closing date.
No Material Adverse Effect. Since the date of the SPA, there shall not have occurred any event, change, condition, or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect with respect to NovaMart (as such term is defined in the SPA).
Third-Party Consents. The Company must have obtained the required consents, approvals, or waivers under all material contracts that contain change of control provisions triggered by the transactions contemplated by the SPA. Approximately 34 contracts have been identified as requiring such consents. The Company is in the process of securing such consents and expects to obtain all required consents prior to the closing date.
Delivery of Closing Documents. The parties must have delivered (or be prepared to deliver at closing) all closing deliverables specified in the SPA, including:
•  Officer's certificates of NovaMart and Cascade;
•  Secretary's certificates of NovaMart and Cascade, certifying resolutions, incumbency, and governing documents;
•  Good standing certificates for NovaMart from the Delaware Secretary of State and each jurisdiction in which NovaMart is qualified to do business;
•  A FIRPTA non-foreign person certificate (IRS Form 8023 or equivalent) executed by each Selling Stockholder that is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code, or equivalent FIRPTA certification at the Company level pursuant to Treasury Regulation Section 1.1445-2(c)(3);
•  The executed Escrow Agreement with Marlowe Asset Management Trust Company, N.A.;
•  A payoff letter from Ashford Savings Bank, N.A. with respect to NovaMart's existing $150,000,000 revolving credit facility, together with UCC-3 termination statements and lien releases;
•  Executed employment agreements for Julian Reeves and Priya Narasimhan;
•  Duly executed stock powers and instruments of transfer for all shares of NovaMart capital stock;
•  Letters of transmittal as required by the transfer agent; and
•  Such other documents and instruments as may be reasonably required by Cascade or its counsel.
I. Financing
Committed Financing. Cascade has represented and warranted in the SPA that it has sufficient committed financing to consummate the transactions contemplated by the SPA and to pay the aggregate Purchase Price and all related fees, costs, and expenses. The SPA is not subject to a financing condition — Cascade's obligation to close is not conditioned on Cascade's ability to obtain financing.
Sources of Funds. The Purchase Price and related transaction costs will be funded from the following sources:
Cascade has delivered to NovaMart a copy of the executed commitment letter from Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc. confirming the availability of the Senior Secured Term Loan B on the terms described therein. Cascade has represented that it is not aware of any facts or circumstances that would reasonably be expected to prevent or materially delay the availability of the committed financing.
J. Key Employee Arrangements
In connection with the transactions contemplated by the SPA, Cascade has negotiated post-closing employment arrangements with certain key employees of NovaMart, as follows:
Julian Reeves (Founder & CEO). Mr. Reeves has agreed to enter into a three-year post-closing employment agreement with Cascade (or a Cascade subsidiary designated by Cascade). The principal terms of Mr. Reeves's employment agreement include:
•  Annual Base Salary: $625,000
•  Target Annual Bonus: 75% of annual base salary
•  Equity Grant: 150,000 restricted shares of Cascade common stock, vesting ratably over three years (one-third per year)
•  Term: Three years from the closing date, subject to earlier termination in accordance with the terms of the employment agreement
Priya Narasimhan (Co-Founder & CTO). Ms. Narasimhan has agreed to enter into a three-year post-closing employment agreement with Cascade (or a Cascade subsidiary designated by Cascade). The principal terms of Ms. Narasimhan's employment agreement include:
•  Annual Base Salary: $575,000
•  Target Annual Bonus: 70% of annual base salary
•  Equity Grant: 125,000 restricted shares of Cascade common stock, vesting ratably over three years (one-third per year)
•  Term: Three years from the closing date, subject to earlier termination in accordance with the terms of the employment agreement
Key Employee Retention Pool. Cascade has agreed to fund a key employee retention pool in the aggregate amount of $18,000,000, which will be allocated among designated NovaMart employees (other than Mr. Reeves and Ms. Narasimhan) at the discretion of NovaMart's management, subject to Cascade's approval. The retention pool will be paid in two installments:
•  50% ($9,000,000) payable at closing; and
•  50% ($9,000,000) payable on the first anniversary of the closing date, subject to each participating employee's continued employment with Cascade (or a Cascade subsidiary) through the applicable payment date.
K. D&O Tail Insurance
Pursuant to the SPA, Cascade has agreed to obtain (or cause NovaMart to obtain) a six-year "tail" directors' and officers' liability insurance policy (the "D&O Tail Policy") for the benefit of NovaMart's current and former directors and officers. The D&O Tail Policy will provide coverage for claims arising from acts, errors, or omissions occurring on or prior to the closing date, with coverage terms and conditions that are no less favorable than the existing D&O insurance policy maintained by NovaMart immediately prior to closing.
Carrier: Sovereign Assurance Group Ltd.
Premium: $1,800,000, to be borne entirely by Cascade. No portion of the D&O Tail Policy premium will be deducted from or charged against the consideration payable to the Selling Stockholders.
L. Transfer Agent and Stock Transfer
Transfer Agent. The transfer agent for the shares of NovaMart capital stock is:
Continental Stocktransfer & Trust, Inc. 17 Battery Place, Suite 930 New York, NY 10004
Stock Certificate Surrender. In order to receive the closing consideration allocable to their shares, each Selling Stockholder will be required to surrender its NovaMart stock certificates (or, in the case of lost, stolen, or destroyed certificates, submit a lost certificate affidavit and indemnity in the form provided by the transfer agent) to Continental Stocktransfer & Trust, Inc. via the Letter of Transmittal that will be distributed to all stockholders at or prior to closing. Instructions regarding the Letter of Transmittal process, including the procedures for replacing lost certificates, will be distributed separately in advance of closing. The Written Consent enclosed herein is separate from, and should not be confused with, the Letter of Transmittal.
M. Tax Considerations
Transaction Structure. The transaction is structured as a stock purchase and will be treated as such for United States federal, state, and local income tax purposes. The parties have agreed that no election under Section 338(h)(10) of the Internal Revenue Code (or any comparable provision of state or local tax law) will be made with respect to the transaction.
Transfer Taxes. Transfer taxes (including any stock transfer taxes, documentary stamps, or similar taxes) arising in connection with the sale of NovaMart capital stock are estimated at approximately $1,200,000 in the aggregate and will be borne equally by the Buyer and the Selling Stockholders ($600,000 each side).
Pre-Closing Tax Obligations. All tax liabilities of NovaMart attributable to periods ending on or before the closing date (or, in the case of Straddle Periods, the portion of such period ending on the closing date) remain the responsibility of the Selling Stockholders, and the Selling Stockholders have agreed to indemnify Cascade and NovaMart for such liabilities as described in Section E above.
Stockholder Tax Advice. The foregoing summary of certain tax considerations is provided for informational purposes only and does not constitute tax advice to any individual stockholder. Each stockholder is strongly encouraged to consult with its own independent tax advisors regarding the specific tax consequences of the transaction to such stockholder, including the application of federal, state, local, and foreign income, estate, gift, and other tax laws to the stockholder's particular circumstances.
N. Governing Law and Dispute Resolution
Governing Law. The SPA and all rights and obligations of the parties thereunder are governed by, and will be construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction.
Exclusive Jurisdiction. The parties to the SPA have agreed that the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to accept jurisdiction, any state or federal court sitting in the State of Delaware) shall have exclusive jurisdiction over any action, suit, or proceeding arising out of or relating to the SPA or the transactions contemplated thereby. Each party has irrevocably waived any right to a jury trial in connection with any such action, suit, or proceeding.
Indemnification Disputes. Indemnification disputes arising under Article IX of the SPA are subject to the specific dispute resolution procedures set forth therein, as described in Section E above.
O. Timeline
The following table sets forth the anticipated timeline for the transaction. All dates other than the dates of SPA execution, the HSR filing, and the DOJ Second Request are estimates only and are subject to change.
There can be no assurance that the transaction will close on the targeted closing date or at all. The actual closing date will depend on, among other things, the timing of HSR clearance and the satisfaction or waiver of the other conditions to closing described above.
P. Advisors
The following advisors have been engaged in connection with the transaction:
Buyer's Advisors:
•  Legal Counsel: Calderwood & Harkness LLP (Harrison Wexford, Responsible Partner), 599 Lexington Avenue, 38th Floor, New York, NY 10022
•  Outside Antitrust Counsel: Whitfield & Crane LLP (Gabriela Montoya, Partner), 1200 New Hampshire Avenue NW, Suite 500, Washington, DC 20036
•  Investment Bank: Hargrove Mead & Co. (Christopher Dunleavy, Managing Director)
•  Accounting/Tax Advisor: Whitmore & Paige LLP (Sandra Chiu, Engagement Partner)
Seller's/Target's Advisors:
•  Legal Counsel: Calloway, Brandt & Loewe LLP (Richard Calloway, Lead Partner; Simone Adesanya, Associate Lead), 600 Travis Street, Suite 4500, Houston, TX 77002
•  Investment Bank: Pemberton Strauss Advisory LLC (Vivian Hong, Senior Managing Director)
Q. NovaMart Company Overview
The following overview is provided for informational context and does not constitute a representation or warranty by NovaMart or any other party.
Legal Name: NovaMart Global Inc.
Jurisdiction of Incorporation: Delaware
Employer Identification Number (EIN): 84-3291547
Headquarters: 1100 Congress Avenue, Suite 800, Austin, TX 78701
Registered Agent (Delaware): Pinnacle Corporate Services Inc., 850 New Burton Road, Suite 201, Dover, DE 19904
Key Financial Data (Fiscal Year 2024):
Operational Highlights:
•  Active Sellers: approximately 62,400
•  Registered Buyers: approximately 9.1 million
•  Employees: approximately 2,400
•  Fulfillment Centers: 14 locations across the United States:
•  California (3 facilities)
•  New Jersey (2 facilities)
•  Georgia (2 facilities)
•  Florida (2 facilities)
•  Ohio (1 facility)
•  Illinois (1 facility)
•  Pennsylvania (1 facility)
•  Tennessee (1 facility)
•  Washington (1 facility)
Implied Transaction Multiples:
•  EV / EBITDA: approximately 8.96x
•  EV / Revenue: approximately 1.35x
R. Cascade Company Overview
The following overview is provided for informational context and does not constitute a representation or warranty by Cascade or any other party.
Legal Name: Cascade Retail Holdings Inc.
Jurisdiction of Incorporation: Delaware
Stock Exchange: Nasdaq Stock Market (ticker: CRHI)
Headquarters: 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119
Registered Agent (Delaware): Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, DE 19801
Key Financial Data (Fiscal Year 2024):
Operational Highlights:
•  Approximately 380 retail locations across North America
•  Approximately 28 million active online customers via CascadeDirect.com
Strategic Rationale for the Transaction: Cascade has identified the acquisition of NovaMart as a key strategic initiative to extend its retail platform into the third-party marketplace segment. The transaction is expected to add NovaMart's established seller base of over 62,000 active sellers and approximately 9.1 million registered buyers to Cascade's existing omni-channel retail operations, enabling Cascade to offer a broader range of products and services to its combined customer base. Cascade believes that the combination of NovaMart's marketplace technology and fulfillment infrastructure with Cascade's brand, scale, and distribution network will create significant value for Cascade shareholders.
[End of Summary Term Sheet]
III. Form of Written Consent of the Stockholders of NovaMart Global Inc.
ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF NOVAMART GLOBAL INC. IN LIEU OF A SPECIAL MEETING
Preamble
The undersigned, being a holder of record of shares of capital stock of NovaMart Global Inc., a Delaware corporation (the "Company"), hereby consents to and adopts the following resolutions and the actions contemplated thereby, without a meeting, without prior notice, and without a vote, pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL") and Article VI, Section 6.11 of the Amended and Restated Bylaws of the Company. Section 228 of the DGCL provides that, unless the certificate of incorporation of a corporation provides otherwise, any action required or permitted to be taken at any annual or special meeting of stockholders of a corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Company's Amended and Restated Certificate of Incorporation does not prohibit action by written consent.
Recitals
WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware;
WHEREAS, the Board of Directors of the Company (the "Board") has unanimously (i) approved and declared advisable the Stock Purchase Agreement dated as of May 20, 2025 (the "SPA") by and among Cascade Retail Holdings Inc., a Delaware corporation ("Cascade"), the Company, and the Selling Stockholders named therein, (ii) determined that the SPA and the transactions contemplated thereby are fair to, and in the best interests of, the Company and its stockholders, and (iii) recommended that the stockholders of the Company approve and adopt the SPA and the transactions contemplated thereby;
WHEREAS, the SPA provides for the sale of 100% of the issued and outstanding capital stock of the Company to Cascade for an aggregate purchase price of $1,200,000,000 (one billion two hundred million dollars) in cash, subject to the terms and conditions set forth in the SPA (the "Transaction");
WHEREAS, the Board has recommended that the stockholders of the Company approve the SPA and the Transaction;
WHEREAS, the undersigned has been provided with, and has had the opportunity to review, the SPA and the ancillary transaction documents, together with the Stockholder Written Consent Solicitation Package prepared in connection therewith; and
WHEREAS, the undersigned is a holder of record of shares of capital stock of the Company as set forth on the signature page hereto.
Resolutions
NOW, THEREFORE, the undersigned stockholder of the Company hereby consents to and adopts the following resolutions:
1. RESOLVED, that the Stock Purchase Agreement dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein, as it may be amended, supplemented, or modified from time to time in accordance with its terms (a copy of which has been made available to the undersigned), and all of the transactions contemplated thereby, including without limitation the sale of all of the undersigned's shares of capital stock of the Company to Cascade in exchange for the undersigned's pro rata portion of the aggregate purchase price (as adjusted pursuant to the terms of the SPA), be and hereby are approved, adopted, and ratified in all respects.
2. RESOLVED, that the execution and delivery of the SPA and the ancillary transaction documents to which the Company is a party, including without limitation the Escrow Agreement by and among Cascade Retail Holdings Inc., the Stockholder Representative (as defined below), and Marlowe Asset Management Trust Company, N.A. and the Stockholder Representative Agreement by and among Cascade Retail Holdings Inc., the Company, and Ridgeline Equity Partners, LP, and the performance by the Company and its officers and directors of their respective obligations thereunder, be and hereby are approved and ratified in all respects.
3. RESOLVED, that the appointment of Ridgeline Equity Partners, LP, acting through Franklin Osei, Managing Partner, as the Stockholder Representative (the "Stockholder Representative") for purposes of the SPA, including without limitation with respect to (a) the assertion, defense, and settlement of post-closing indemnification claims, (b) working capital adjustment disputes, (c) escrow releases and distributions, and (d) all other post-closing matters for which a Stockholder Representative is authorized to act under the SPA and the Stockholder Representative Agreement, be and hereby is approved and ratified in all respects, and the undersigned hereby agrees to be bound by the actions of the Stockholder Representative taken in accordance with the SPA and the Stockholder Representative Agreement, and further agrees that the Stockholder Representative shall have the authority and power to take such actions and make such decisions on behalf of the Selling Stockholders as are contemplated by the SPA and the Stockholder Representative Agreement.
4. RESOLVED, that the officers and directors of the Company be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to take or cause to be taken all such further actions, to execute and deliver or cause to be executed and delivered all such further agreements, instruments, certificates, and documents, and to pay or cause to be paid all such fees, costs, and expenses, in each case as any such officer or director may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and the transactions contemplated by the SPA, the execution and delivery of any such agreement, instrument, certificate, or document, or the taking of any such action, to be conclusive evidence of such officer's or director's approval thereof.
5. RESOLVED, that all actions heretofore taken by the officers and directors of the Company in connection with the negotiation, execution, and delivery of the SPA and the ancillary transaction documents, and all actions taken in furtherance of the Transaction, including without limitation the engagement of Calloway, Brandt & Loewe LLP as legal counsel, Pemberton Strauss Advisory LLC as financial advisor, and the other advisors and agents engaged in connection with the Transaction, and the authorization and payment of fees and expenses in connection therewith, be and hereby are approved, adopted, ratified, and confirmed in all respects as the acts and deeds of the Company.
Signature block
The undersigned stockholder hereby executes this Written Consent as of the date set forth below.
________________________________________
Signature of Stockholder (or Authorized Signatory)
Printed Name: ________
Title (if entity stockholder): ________
Entity Name (if applicable): ________
Date of Execution: ________
Number of Shares of NovaMart Common Stock Held: ________
Number of Vested In-the-Money Stock Options Held (if any): ________
Percentage of Outstanding NovaMart Capital Stock Held: ___% (to be confirmed by the Company)
Acknowledgment
The undersigned acknowledges and agrees that:
(a) This Written Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
(b) A facsimile, portable document format (PDF), or other electronic transmission of a signed copy of this Written Consent shall be deemed an original for all purposes and shall have the same force and effect as delivery of a manually signed original.
(c) This Written Consent shall become effective upon execution and delivery by stockholders of the Company holding not less than the minimum number of shares of outstanding capital stock of the Company that would be necessary to authorize the actions set forth herein at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, in accordance with Section 228 of the DGCL and the Company's Amended and Restated Certificate of Incorporation.
(d) The undersigned's execution of this Written Consent does not relieve the undersigned of any other obligations the undersigned may have under the SPA, including without limitation the obligation to deliver stock certificates (or lost certificate affidavits), stock powers, and letters of transmittal at or prior to closing.
[Remainder of this page intentionally left blank.]
IV. Instructions for Execution and Delivery of the Written Consent
The following instructions are provided to assist NovaMart stockholders in executing and delivering the enclosed Written Consent. Please read these instructions carefully before signing.
A. Who Must Sign
All holders of record of capital stock of NovaMart Global Inc. as of the date hereof are requested to execute and deliver the enclosed Written Consent. The Company's records reflect the following principal stockholders:
Under Section 228 of the DGCL, the Written Consent is effective when signed by holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote thereon were present and voted. Under NovaMart's Amended and Restated Certificate of Incorporation, the sale of all or substantially all of the assets or stock of the Company requires the approval of holders of a majority of the outstanding shares of capital stock entitled to vote thereon. Because this transaction involves the sale of 100% of the issued and outstanding capital stock of NovaMart, the approval of holders of a majority of the outstanding shares is required.
Although the Written Consent will be legally effective upon execution by holders of a majority of the outstanding shares, all stockholders are requested to execute and deliver the Written Consent to ensure a complete record and to facilitate an orderly closing process.
B. How to Execute
1.  Each stockholder should carefully review the enclosed Form of Written Consent.
2.  Each stockholder should sign and date the Written Consent in the space provided on the signature page.
3.  Entity stockholders (including Ridgeline Equity Partners, LP and Brindoval Ventures Fund III, LP) must have the Written Consent signed by a duly authorized representative of the entity. The authorized signatory should print his or her name and title on the signature page and indicate the name of the entity on whose behalf the consent is being executed. If the signatory's authority is governed by a limited partnership agreement, limited liability company agreement, or other organizational document, the entity should be prepared to provide evidence of such authority upon request.
4.  If a stockholder holds NovaMart capital stock in more than one capacity (for example, individually and as trustee of a trust), a separate Written Consent should be executed for each capacity, reflecting the shares held in each such capacity.
5.  Stock option holders should indicate on the signature page the number of vested in-the-money stock options held by such holder. For purposes of the Written Consent, vested in-the-money stock options are options to purchase shares of NovaMart common stock that have vested as of the date hereof and that have an exercise price below the per-share consideration payable under the SPA.
C. Method of Delivery
Executed Written Consents should be delivered to the following addresses:
Primary Delivery:
Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, TX 77002
Attention: Richard Calloway / Simone Adesanya
With a copy to:
NovaMart Global Inc. 1100 Congress Avenue, Suite 800 Austin, TX 78701
Attention: Amanda Trevino, General Counsel
Acceptable Methods of Delivery:
(a) Hand delivery to either of the above addresses during normal business hours (Monday through Friday, 8:00 a.m. to 6:00 p.m. Central Time);
(b) Overnight courier (e.g., Severin Partners LLC, Halcyon Partners LLC, Tarrant & Co.) to either of the above addresses;
(c) Email transmission of a signed PDF copy to the following email addresses:
•  Richard Calloway: rcalloway@cbllaw.com
•  Simone Adesanya: sadesanya@cbllaw.com
•  Amanda Trevino: atrevino@novamartglobal.com
Facsimile, PDF, or other electronic transmission of signed Written Consents shall be deemed originals for all purposes. However, stockholders who deliver their Written Consents by electronic transmission are requested to promptly send the originally signed Written Consent by mail or overnight courier to Calloway, Brandt & Loewe LLP at the address set forth above.
D. Deadline for Return
Stockholders are requested to return executed Written Consents as promptly as practicable, and in any event no later than five (5) business days from the date of this Package — i.e., no later than May 28, 2025, at 6:00 p.m. Central Time.
Failure to return a Written Consent in a timely manner may delay the closing of the transaction. While the Written Consent will be legally effective once executed by holders of a majority of the outstanding shares, the timely cooperation of all stockholders is greatly appreciated and will assist the Company in maintaining the anticipated closing timeline.
E. Questions and Assistance
Stockholders who have questions regarding this Package, the Form of Written Consent, the SPA, or the transactions contemplated thereby should contact any of the following:
Amanda Trevino General Counsel, NovaMart Global Inc. Telephone: (512) 555-0147
Email: atrevino@novamartglobal.com
Richard Calloway Lead Partner, Calloway, Brandt & Loewe LLP Telephone: (713) 555-0263
Email: rcalloway@cbllaw.com
Simone Adesanya Associate Lead, Calloway, Brandt & Loewe LLP Telephone: (713) 555-0264
Email: sadesanya@cbllaw.com
Stockholders are encouraged to consult with their own independent legal counsel and financial and tax advisors regarding the transaction and the consequences thereof to them individually. Neither NovaMart, Cascade, nor any of their respective advisors is providing legal, tax, or financial advice to any individual stockholder in connection with this Package.
F. Lost Certificates / Letter of Transmittal
Please note that the Written Consent enclosed in this Package is separate from the Letter of Transmittal that will be distributed at or prior to closing for purposes of surrendering NovaMart stock certificates in exchange for the closing consideration. Execution and delivery of the Written Consent does not constitute surrender of your NovaMart stock certificates.
Transfer Agent. The transfer agent for NovaMart capital stock is:
Continental Stocktransfer & Trust, Inc. 17 Battery Place, Suite 930 New York, NY 10004
At or prior to closing, all Selling Stockholders will receive a Letter of Transmittal with detailed instructions for surrendering NovaMart stock certificates to the transfer agent in exchange for the closing consideration. The Letter of Transmittal will include procedures for stockholders who have lost, misplaced, or had their stock certificates stolen or destroyed, including requirements for the submission of a lost certificate affidavit and, if applicable, an indemnity bond. Instructions regarding the Letter of Transmittal process will be distributed separately in advance of closing, and stockholders should not submit stock certificates at this time.
V. Exhibit A — Stock Purchase Agreement (Execution Version)
EXHIBIT A
STOCK PURCHASE AGREEMENT (EXECUTION VERSION)
A complete copy of the Stock Purchase Agreement dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein (the "SPA"), including all schedules, exhibits, and annexes thereto, is attached hereto as Exhibit A.
The SPA is the definitive agreement governing the terms and conditions of the Transaction. In the event of any conflict or inconsistency between the Summary Term Sheet contained in Section II of this Package and the SPA, the terms of the SPA shall control in all respects.
Stockholders who have not received a complete copy of the SPA with this Package may obtain a copy by contacting:
Amanda Trevino, General Counsel NovaMart Global Inc. 1100 Congress Avenue, Suite 800 Austin, TX 78701 Telephone: (512) 555-0147
Email: atrevino@novamartglobal.com
or
Richard Calloway, Lead Partner Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, TX 77002 Telephone: (713) 555-0263
Email: rcalloway@cbllaw.com
A complete copy of the SPA is also available for review at the offices of Calloway, Brandt & Loewe LLP during normal business hours upon reasonable prior notice.
[The Stock Purchase Agreement (Execution Version) follows this page or is incorporated herein by reference.]
VI. Exhibit B — Escrow Agreement
EXHIBIT B
ESCROW AGREEMENT
A copy of the Escrow Agreement by and among Cascade Retail Holdings Inc., Ridgeline Equity Partners, LP (as Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), governing the establishment, maintenance, and release of the $96,000,000 Escrow Fund in connection with the Transaction, is attached hereto as Exhibit B.
The Escrow Agreement sets forth, among other things:
(a) The terms and conditions for the deposit of the Escrow Fund at closing;
(b) The investment and management of the Escrow Fund during the escrow period;
(c) The procedures for Cascade to make claims against the Escrow Fund in respect of indemnification obligations under Article IX of the SPA;
(d) The procedures for the Stockholder Representative to contest or dispute such claims;
(e) The terms for the release of the Escrow Fund (or any remaining balance thereof) to the Stockholder Representative for distribution to the Selling Stockholders upon the expiration of the 24-month escrow period, subject to retention of amounts in respect of then-pending claims; and
(f) The duties, responsibilities, and compensation of Marlowe Asset Management Trust Company, N.A. as Escrow Agent.
Stockholders who have not received a complete copy of the Escrow Agreement with this Package may obtain a copy by contacting Amanda Trevino or Richard Calloway at the contact information set forth in Exhibit A above.
[The Escrow Agreement follows this page or is incorporated herein by reference.]
VII. Exhibit C — Stockholder Representative Agreement
EXHIBIT C
STOCKHOLDER REPRESENTATIVE AGREEMENT
A copy of the Stockholder Representative Agreement by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and Ridgeline Equity Partners, LP, appointing Ridgeline Equity Partners, LP (acting through Franklin Osei, Managing Partner) as the Stockholder Representative for purposes of the SPA, is attached hereto as Exhibit C.
The Stockholder Representative Agreement sets forth, among other things:
(a) The appointment, authority, and powers of the Stockholder Representative to act on behalf of the Selling Stockholders in connection with post-closing matters under the SPA;
(b) The scope of the Stockholder Representative's authority, including with respect to indemnification claims, working capital adjustment disputes, escrow releases and distributions, amendments and waivers under the SPA, and other post-closing administrative matters;
(c) The limitations on the Stockholder Representative's authority and liability;
(d) The indemnification of the Stockholder Representative by the Selling Stockholders;
(e) The right of the Stockholder Representative to be reimbursed for reasonable out-of-pocket expenses incurred in connection with the performance of its duties, including legal fees and expenses; and
(f) The procedures for the resignation or removal of the Stockholder Representative and the appointment of a successor.
By executing the Written Consent enclosed in this Package, each Selling Stockholder will be deemed to have agreed to be bound by the terms of the Stockholder Representative Agreement and to have authorized the Stockholder Representative to act on such Selling Stockholder's behalf in accordance therewith.
Stockholders who have not received a complete copy of the Stockholder Representative Agreement with this Package may obtain a copy by contacting Amanda Trevino or Richard Calloway at the contact information set forth in Exhibit A above.
[The Stockholder Representative Agreement follows this page or is incorporated herein by reference.]
VIII. Important Notices and Disclaimers
The following notices and disclaimers apply to this Stockholder Written Consent Solicitation Package and should be read carefully by all NovaMart stockholders.
A. No Solicitation of Proxies / No Offer of Securities
This Package constitutes a solicitation of written consents of the stockholders of NovaMart Global Inc. pursuant to Section 228 of the Delaware General Corporation Law. This Package does not constitute a solicitation of proxies within the meaning of Regulation 14A under the Securities Exchange Act of 1934, as amended, or any similar state law provision. NovaMart is a privately held corporation and is not subject to the proxy solicitation requirements of the Securities Exchange Act of 1934.
No securities are being offered, sold, or solicited in connection with this Package or the transactions described herein. The solicitation of written consents described in this Package relates solely to the approval of the SPA and the transactions contemplated thereby, including the sale of NovaMart capital stock to Cascade for cash consideration.
B. Forward-Looking Statements
Certain statements contained in this Package, including statements regarding the expected timing of HSR clearance, the anticipated closing date of the Transaction, the expected escrow release date, and other future events or developments, constitute "forward-looking statements" within the meaning of applicable securities laws. These forward-looking statements are based on management's current expectations, estimates, and projections and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements.
Factors that could cause actual results to differ materially from those reflected in forward-looking statements include, but are not limited to:
•  The timing and outcome of the HSR review process, including the possibility that the DOJ may challenge the Transaction or impose conditions on its approval;
•  The ability of the parties to satisfy the other conditions to closing set forth in the SPA;
•  The occurrence of any event, change, or development that could give rise to a Mate