On May 8, 2026, the Board declared a dividend for the quarter ending June 30, 2026 of $0.015 per share payable on June 1, 2026 to holders of record of the Company’s common stock on May 21, 2026.

Merger Agreement

On May 9, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Emma Buyer, LLC, a Delaware limited liability company (“Parent”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc.. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”).

On May 9, 2026, following the execution of the Merger Agreement, the Onex Stockholders adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger, by written consent (the “Written Consent”).

Simultaneously with the execution of the Merger Agreement, on May 9, 2026, the Company entered into a support agreement with Parent, Merger Sub and the Onex Stockholders (the “Support Agreement”), pursuant to which the Onex Stockholders agreed, among other things, (i) to deliver the Written Consent, (ii) to vote their shares of Common Stock in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) to vote their shares of Common Stock against any alternative acquisition proposals and (iv) to abide by certain confidentiality and, with respect to employees, non-solicitation restrictions for two years following the closing of the Merger. The Support Agreement will automatically terminate if the Merger Agreement is terminated in accordance with its terms.

Upon the effective time of the Merger (the “Effective Time”), each share of the Company’s Common Stock that is issued and outstanding immediately prior to the Effective Time, other than shares of Common Stock that are held by the Company as treasury stock or owned by Parent or Merger Sub or any wholly owned subsidiary of the Company and Parent (other than Merger Sub), or any shares of Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law (and not validly withdrawn), will be cancelled and converted into the right to receive $5.03 per share of Common Stock in cash (the “Merger Consideration”), without interest.

Consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions set forth in the Merger Agreement, including (i) the Company’s receipt of the Written Consent (which was satisfied on May 9, 2026), (ii) the mailing of an information statement by the Company to its stockholders, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approvals and clearance under the antitrust laws of certain other jurisdictions and (iv) the absence of certain orders or laws prohibiting the consummation of the Merger. There can be no assurance that any such conditions will be met on a timely basis, or at all.

If the Merger is consummated, the Company’s Common Stock will be delisted from The New York Stock Exchange and deregistered under the Exchange Act.