Neptune Retail Solutions signed a definitive agreement to acquire Quotient Technology Inc. (NYSE:QUOT) from Engaged Capital Flagship Master Fund, LP; Engaged Capital Flagship Fund Ltd and Engaged Capital Flagship Fund, LP managed by Engaged Capital, LLC, Engaged Capital Holdings, LLC, Lynrock Lake LP, Trigran Investments, Inc. and others for approximately $430 million on June 20, 2023. Under the terms of the agreement, Quotient?s shareholders will receive $4.00 per share in cash. Quotient will cease to be a publicly traded company upon completion of the transaction. Charlesbank Capital Partners (?Charlesbank?), a private investment firm and current majority investor of Neptune, will be the majority investor of the combined company. Neptune?s CEO William E. Redmond, Jr. (Bill Redmond) will be CEO of the combined Neptune/Quotient business. Upon termination of the Merger Agreement under specified circumstances, Quotient will be required to pay Neptune a termination fee of $13,590,000. Upon termination of the Merger Agreement under other specified circumstances, Neptune will be required to pay Quotient a termination fee of $29,445,000. Pursuant to a debt commitment letter dated June 20, 2023, Cerberus Business Finance, LLC committed to provide Neptune with debt financing for the purpose of funding the consummation of the transactions contemplated by the Merger Agreement. Neptune also received an Equity Commitment Letter, for the purpose of funding the transactions.

Transaction is subject to customary closing conditions, including approval by a majority of Quotient shareholders, regulatory review and the expiration or early termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other applicable antitrust Laws, as amended. The transaction is not subject to any financing conditions. The transaction has been approved by Quotient?s Board of Directors and Board of Directors of Neptune. Engaged Capital, LLC, which owns approximately 8.2% of the outstanding shares of Quotient?s common stock and entered into a second cooperation agreement with Quotient in June 2023, has entered into a voting agreement with Quotient to vote their shares in favor of the transaction. The transaction is expected to close in the second half of 2023. As of July 31, 2023, the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended was expired.

Houlihan Lokey is serving as financial advisor to Quotient, and Mike Kennedy, Jane Song, Suzanne Horne, Lucas Rachuba, Dan Stellenberg, Lindsay Sparks, Michael Wise, Steve Camahort, Jeffrey Ii, Jennifer Riddle, Randall Johnston, and John Gasparini of Paul Hastings LLP acting as legal counsels. PJT Partners is serving as financial advisor to Neptune, and Sarah Stasny, Jeffrey Marell, Dotun Obadina, Thomas de la Bastide, Joseph Friedman, Jason Tyler, Tee St. Matthew-Daniel, Andrew Finch, Steven Herzog, Andrea Brown, Rebecca Coccaro, Scott Sontag, Claudine Meredith-Goujon and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Michael Lee of Ropes & Gray LLP are acting as legal counsels. Quotient Board has received an opinion from Houlihan Lokey Capital, Inc. D.F. King & Co., Inc. acted as an information agent to Quotient Technology Inc. Sullivan & Cromwell LLP acted as legal advisor to Houlihan Lokey in the transaction.

Neptune Retail Solutions completed the acquisition of Quotient Technology Inc. (NYSE:QUOT) from Engaged Capital Flagship Master Fund, LP; Engaged Capital Flagship Fund Ltd and Engaged Capital Flagship Fund, LP managed by Engaged Capital, LLC, Engaged Capital Holdings, LLC, Lynrock Lake LP, Trigran Investments, Inc. and others on September 5, 2023.