KORE Group Holdings Announces Proposed Merger and Key Shareholder Agreements

Key Highlights

• KORE Group Holdings, Inc. (“KORE” or the “Company”) has announced the signing of a merger agreement with KONA Parent, L.P. (“Parent”), which could result in KORE becoming a privately held company.
• Several major shareholders, including Dotmar Investments Limited, Richard Burston, and Terrdian Holdings Inc., have entered into Rollover, Voting and Support Agreements related to the merger.
• These agreements include the rollover of significant blocks of KORE common shares into equity of the acquiring entity, rather than receiving cash.
• KORE intends to file a proxy statement with the SEC for a stockholder vote to approve the merger, and will also file a Schedule 13E-3 transaction statement jointly with Parent.
• The proposed transaction is subject to shareholder approval, regulatory reviews, and other customary closing conditions.

Details of the Proposed Merger and Shareholder Agreements

On March 17, 2026, KORE Group Holdings, Inc. entered into a definitive merger agreement with KONA Parent, L.P. Under the terms of the agreement, KORE stockholders will be asked to approve the merger, which, if completed, will result in KORE ceasing to be a publicly traded company on the New York Stock Exchange (NYSE: KORE).

As part of the merger process, key shareholders—including Dotmar Investments Limited (847,293 common shares), Richard Burston (169,948 common shares), and Terrdian Holdings Inc. (1,163,205 common shares)—have agreed to roll over their KORE shares into equity of the acquiring entity. This means these shareholders will not receive cash for these shares but will instead become investors in the acquiring company, KONA Parent, L.P.

These “Rollover, Voting and Support Agreements” obligate the shareholders to:

• Vote their shares in favor of the merger and related transactions.
• Not transfer, sell, or otherwise dispose of their shares prior to the closing of the merger, except as permitted by the agreement.
• Comply with publicity restrictions, and not issue press releases or public statements about the merger without Parent’s prior written consent (unless required by law).

The agreements also clarify that the shares and new partnership interests to be received in the merger will not be registered under the Securities Act, and there is no expectation of a public market for these partnership interests. Shareholders who roll over their shares must continue to bear the economic risk of these investments until a registration or exemption is available.

Important Matters for Shareholders

• Shareholder Approval Required: The merger is not final and requires approval from KORE’s shareholders. A proxy statement will be filed, and all investors are urged to read it carefully when available.
• No Cash Payment for Rollover Shares: Shareholders who sign the Rollover Agreements will not receive cash for their shares but will instead receive equity in KONA Parent, L.P.
• No Public Market for New Equity: The new partnership interests to be issued in exchange for KORE shares will not be publicly traded, and there is no expectation of liquidity for these interests in the foreseeable future.
• Disclosure and Regulatory Review: The transaction is subject to regulatory reviews, including SEC filings such as Schedule 13E-3, and may be subject to further governmental approvals.
• Potential Price Sensitivity: The news of the merger, the fact that significant shareholders are rolling over their holdings, and the potential delisting from NYSE are all highly price-sensitive factors and could significantly affect KORE’s share price.
• Forward-Looking Statements and Risks: The company warns that the completion of the merger is subject to risks, including failure to receive sufficient shareholder approval, regulatory delays, and the possibility that the expected benefits may not be realized.

Next Steps and How Shareholders Can Get More Information

KORE will provide further information through a proxy statement, which will be available on the SEC’s website (www.sec.gov) and the Company’s investor relations website (www.korewireless.com). Shareholders are encouraged to monitor these sources and to review all documents before making any decisions related to the merger or their shares.

The company also reminds shareholders that, under SEC rules, directors, executive officers, and some employees may be considered participants in the proxy solicitation, and their interests are detailed in previous filings such as the Annual Report on Form 10-K and the proxy statement for the 2025 annual meeting.

Conclusion

The proposed merger of KORE Group Holdings, Inc. with KONA Parent, L.P. represents a transformative event for the company and its shareholders. The support of major shareholders through Rollover Agreements signals confidence in the long-term strategy, but also means significant changes for minority investors, including the loss of liquidity and the transition from public to private ownership. Investors should closely follow upcoming SEC filings and company announcements, as the outcome of this process will have a direct impact on share value and future investment opportunities.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should read all official documents filed with the SEC and consult their financial advisors before making any investment decisions. The completion of the merger is subject to various approvals and risks, and there can be no assurance that it will be completed as described.