Entities affiliated with Lee Equity Partners, LLC and Twin Point Capital LLC agreed to acquire TESSCO Technologies Incorporated from Lakeview Investment Group, LLC, Lakeview Investment Group & Trading Company LLC, Tieton Capital Management, LLC and others on March 1, 2023. Entities affiliated with Lee Equity Partners, LLC and Twin Point Capital LLC entered into a definitive merger agreement to acquire TESSCO Technologies Incorporated from Lakeview Investment Group, LLC, Lakeview Investment Group & Trading Company LLC, Tieton Capital Management, LLC and others for $83.8 million on April 11, 2023. Under the terms of the merger agreement, all outstanding shares of Company common stock will be acquired for $9.00 in cash, resulting in a Company enterprise value of approximately $161.4 million. The merger will be financed through a combination of the transactions contemplated by an Equity Commitment Letter between Parent and funds managed by Lee Equity Partners and Twin Point Capital, in cash in the aggregate amount of $64.3 million. Buyers also entered into a sale agreement with third party purchaser for the sale leaseback transaction, pursuant to which, at closing of the merger, Hunt Valley, Maryland and Reno, Nevada facilities will be sold in exchange for approximately $32.975 million. Buyers executed debt commitment letter from Wells Fargo Bank, National Association pursuant to which Wells Fargo agreed to provide, subject to the terms and conditions therein, debt financing. Proceeds of the financing, cash on hand will be used to pay the merger consideration. Following the closing of the transaction, Tessco will maintain its facilities in Hunt Valley and Timonium, Maryland and in Reno, Nevada. TESSCO shall pay a termination fee of $4 million while Lee Equity and Twin Point shall pay $7.3 million.

The merger, which has been unanimously approved by Lee Equity Partners, LLC, Twin Point Capital LLC and Tessco?s board of directors and is still subject to the approval of Tessco?s shareholders and the satisfaction of customary closing conditions. TESSCO board approved the transaction on March 1, 2023. TESSCO established a special committee to review the merger. As of July 13, 2023 Tessco stockholders approved the proposal to approve the merger transaction between Tessco and entities affiliated with Lee Equity Partners LLC and Twin Point Capital LLC.The merger is expected to close in the third calendar quarter of 2023. As of July 13, 2023 TESSCO TECHNOLOGIES INCORPORATED also announced that it expects the merger transaction to close on Monday, July 17, 2023.

William Blair & Company L.L.C. is serving as Tessco?s exclusive financial advisor, and Douglas Fox and Michael Kuhn of Ballard Spahr LLP is acting as the Company's legal counsel. Michael C. Naughton, Ariel Fliman, Douglas Warner, Andrew J. Yoon, Douglas P. Warner, Jenna McBain, Jennifer Haydel Britz, Jonathan J. Macke and Shawn Brett Cooley of Weil, Gotshal & Manges LLP, Marc Samuel of DLA, and Harter Secrest & Emery LLP are serving as legal counsel to Lee Equity Partners and Twin Point Capital. TESSCO has retained the services of Innisfree M&A Incorporated to assist in the solicitation of proxies, at a cost to the Company for basic services of approximately $25,000. Equiniti acted as transfer agent to TESSCO. A fairness opinion fee of $500,000 became payable to William Blair upon delivery of its fairness opinion. A fee of approximately $3.0 million, less the $500,000 fairness opinion fee previously paid to William Blair, will become payable to William Blair in connection with the consummation of the merger. William Blair & Company, L.L.C. acted as due diligence provider to William Blair & Company, L.L.C. William Blair & Company, L.L.C. acted as due diligence provider to Lee Equity.

Entities affiliated with Lee Equity Partners, LLC and Twin Point Capital LLC completed the acquisition of TESSCO Technologies Incorporated from Lakeview Investment Group, LLC, Lakeview Investment Group & Trading Company LLC, Tieton Capital Management, LLC and others on July 16, 2023.