Kaman (KAMN) DEFA14AAdditional proxy soliciting materials

As previously announced, Kaman Corporation (the “Company”) entered into an Agreement and Plan of Merger, dated as of January 18, 2024, by and among the Company, Ovation Parent, Inc., a Delaware corporation (“Parent”), and Ovation Merger Sub, Inc., a Connecticut corporation and a wholly owned subsidiary of Parent (“Merger Sub”) (as it may be amended from time to time, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds managed by Arcline Investment Management LP (“Arcline”). On March 8, 2024, the Company filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”) in connection with the Company’s Special Meeting of the Shareholders to be held on Wednesday, April 17, 2024, at 9:00 a.m., Eastern Time, at the corporate headquarters of the Company located at 1332 Blue Hills Avenue, Bloomfield, Connecticut (the “Special Meeting”). This supplement (the “Supplement”) to the Proxy Statement is being filed to supplement the Proxy Statement as described below.

As of April 5, 2024, the Company is aware of three complaints filed by purported shareholders of the Company: Garfield v. Barry, et al., C.A. No. HHD-CV24-6182478-S (Conn. Super. Ct.), which was filed in the Connecticut Superior Court, and Weiss v. Kaman Corp., et al., C.A. No. 3:24-cv-00512 (D. Conn.) and Jones v. Kaman Corp., et al., C.A. No. 3:24-cv-00513 (D. Conn.), which were filed in the United States District Court for the District of Connecticut (each a “Complaint” and collectively, the “Complaints”). All Complaints were filed as individual actions against the Company and current members of the Company’s board of directors (the “Company Board”), with the Garfield Complaint also listing Arcline, Parent and Merger Sub (collectively, the “Arcline Entities”) as defendants.

The Complaints allege, among other things, that certain disclosures in the Proxy Statement filed in connection with the proposed transaction between the Company and Merger Sub omitted certain purportedly material information regarding, among other things, the background of the Merger, the Company’s financial projections and J.P. Morgan’s financial analyses. The Weiss and Jones Complaints assert violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and SEC Rule 14a-9. The Garfield Complaint asserts that the Company Board breached the fiduciary duties owed to the Company’s shareholders and that the Arcline Entities aided and abetted the Company Board’s breaches of fiduciary duty. The Company believes the claims set forth in the Complaints are without merit.

While the Company believes that the disclosures set forth in the Proxy Statement comply fully with all applicable law and denies the allegations in the Complaints, in order to moot the purported shareholders’ and plaintiffs’ disclosure claims, avoid nuisance, possible expense and business delays and provide additional information to its shareholders, the Company has determined to voluntarily supplement certain disclosures in the Proxy Statement with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. The Supplemental Disclosures are set forth below and should be read in conjunction with the Proxy Statement.

This Supplement should be read in conjunction with the Proxy Statement, which you are urged to read in its entirety. Nothing in this Supplement shall be deemed an admission of the legal necessity or materiality of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations the Complaints that any additional disclosure was or is required. The information contained in this Supplement is incorporated by reference into the Proxy Statement. To the extent that information in this Supplement differs from or updates information contained in the Proxy Statement, the information in this Supplement shall supersede or supplement the information in the Proxy Statement. Paragraph and page references used herein refer to the Proxy Statement before any additions or deletions resulting from this Supplement. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Proxy Statement. New text within the restated language from the Proxy Statement is highlighted with bold, underlined text and removed language within restated language from the Proxy Statement is indicated by strikethrough text. Except as specifically noted herein, the information set forth in the Proxy Statement remains unchanged.

Using publicly available information, J.P. Morgan calculated, for each selected company, the multiple of the firm value (the “FV”) (calculated as equity value, plus or minus, as applicable, net debt or net cash) to the analyst consensus estimates of calendar year 2024 adjusted EBITDA for the applicable company (the “FV/2024E Adj. EBITDA Multiple”). The FV/2024E Adj. EBITDA Multiple for the companies selected by J.P. Morgan were as follows:

Using publicly available information, J.P. Morgan calculated, for each selected transaction, the multiple of the target company’s total value implied in the relevant transaction to the target company’s estimated adjusted EBITDA for the twelve months immediately preceding the announcement of the applicable transaction (the “TV/LTM Adj. EBITDA Multiple”). The TV/LTM Adj. EBITDA Multiple for each transaction were as follows: