Cantaloupe, Inc. Enters into Definitive Agreement to Be Acquired by 365 Retail Markets

365 Retail Markets to acquire Cantaloupe, Inc. in an all-cash transaction valued at approximately $848 million, pending customary approvals and expected to close in the second half of 2025

Cantaloupe, Inc., a global technology leader offering end-to-end technology solutions for self-service commerce, today announced it has entered into a definitive agreement to be acquired by 365 Retail Markets, LLC (“365”), a leading innovator in unattended retail technologies, in an all-cash transaction with an equity value of approximately $848 million. 365 is a portfolio company of Providence Equity Partners L.L.C. (“Providence”), a specialist private equity firm focused on growth-oriented investments in media, communications, education, and technology companies across North America and Europe. Upon completion of the transaction, Cantaloupe will become a privately-held company.

Cantaloupe’s and 365’s complementary strengths will enable the combined company to offer a seamless unattended retail platform for customers around the globe, from hardware to software, and payment processing technology to data analytics. Cantaloupe’s offerings in delivering frictionless payments and software services combined with 365’s innovation and focus in self-checkout technology primarily for foodservice operator (FSO) centric, enterprise-focused customers are expected to help expand the combined company’s customer base, product suite, and vertical reach. Together, they will have a diversified portfolio and be better positioned to serve both FSO and non-FSO customers across convenience services, retail, hospitality, and sports and entertainment, with a growing footprint in North America, Latin America, and Europe. The combined company will have a strong financial foundation and the transaction is expected to unlock meaningful synergies to fuel further investment in the business and customer benefits. These synergies include customer cost savings, cross-sell opportunities, and growth through new product rollouts, increased software adoption, and payments expansion.

“A rapid transformation in unattended retail is underway right now as our customers look for more sophisticated ways to grow their business,” said Ravi Venkatesan, CEO of Cantaloupe, in a recent press release. “We look forward to joining with 365 to provide our customers a comprehensive suite of best-in-class solutions spanning payments, telemetry, vertical specific software, kiosk-based marketplaces, and smart retail innovation. Our combination will bolster our joint ability to invest in R&D and expand our portfolios, while allowing us to help retailers across the globe to innovate and scale with confidence.”

“This is an incredibly exciting moment for the 365 team,” said Joe Hessling, Founder and CEO of 365. “We are very proud of the progress we have made in recent years, and together with Cantaloupe’s complementary offerings and team expertise, we’ll be able to deliver a broader, more innovative suite of solutions to our customers around the world. We have the utmost respect for the Cantaloupe team and look forward to working with them, while continuing our successful partnership with Providence, to accelerate our combined growth, expand our global reach, and shape the future of unattended retail.”

“We are delighted to reach this agreement, which we are confident maximizes value for our shareholders while positioning our company, team, and valued customers for continued growth and success,” said Douglas Bergeron, Chairman of the Board of Cantaloupe. “Ravi and his team have transformed Cantaloupe into a rapidly growing, highly successful software and services enterprise, and this is the right next step for the company. We are excited about the journey ahead for Cantaloupe as it writes its next chapter alongside 365 and Providence.”

“We believe this combination presents the opportunity to enhance value and create a more diversified business that can better serve FSOs, non-FSO customers, and end users,” said Scott Marimow, Managing Director at Providence. “The combination will help accelerate product innovation and provide a number of attractive cross-selling opportunities across the value chain. We are proud to continue our work with the 365 and Cantaloupe teams as they redefine their sector and better support the growing needs of their thousands of highly-valued customers.”

Transaction Details

Under the terms of the agreement, Cantaloupe shareholders will receive $11.20 per share in cash. The per share purchase price represents a 34% premium to Cantaloupe’s unaffected closing stock price on May 30, 2025 (the last trading day prior to published market speculation regarding a potential transaction involving Cantaloupe).

The transaction, which was approved unanimously by the Cantaloupe Board of Directors, is expected to close in the second half of 2025, subject to customary closing conditions, including approval by Cantaloupe shareholders and the receipt of required regulatory approvals. The transaction is not subject to a financing condition and 365 has received fully committed financing for the transaction.

Certain shareholders and members of the Cantaloupe Board of Directors have entered into voting agreements pursuant to which they have agreed, among other things, to vote their shares of Cantaloupe stock in favor of the transaction, subject to certain conditions. These shareholders currently represent approximately 14% of the voting power of Cantaloupe’s stock.

Upon completion of the transaction, Cantaloupe’s common stock will no longer be listed on any public stock exchange.

Advisors

J.P. Morgan Securities LLC is serving as exclusive financial advisor and King & Spalding LLP is serving as legal counsel to Cantaloupe. William Blair is serving as financial advisor and Weil, Gotshal & Manges LLP is serving as legal counsel to 365 and Providence.

About Cantaloupe, Inc.

Cantaloupe, Inc. (NASDAQ: CTLP) is a global technology leader powering unattended commerce. Cantaloupe offers a comprehensive suite of solutions including micro-payment processing, self-checkout kiosks, mobile ordering, connected point of sale systems, and enterprise cloud software. Handling more than a billion transactions annually, Cantaloupe’s solutions enhance operational efficiency and consumer engagement across sectors like food & beverage markets, smart automated retail, hospitality, entertainment venues and more. Committed to innovation, Cantaloupe drives advancements in digital payments and business optimization, serving over 30,000 customers. For more information, visit cantaloupe.com.

About 365 Retail Markets, LLC

365 Retail Markets, LLC is a leading innovator in unattended retail technology. Founded in 2008, 365 provides a full suite of best-in-class unattended technologies for food service operators including end-to-end integrated SaaS software, payment processing and point of-sale hardware. Today, 365’s technology solutions autonomously power food retail spaces at corporate offices, manufacturing and distribution facilities, hospitality settings, senior living facilities, universities and more, in order to provide compelling foodservice options for consumers. 365’s technology solutions include a growing suite of frictionless smart stores, micro markets, vending, catering, and dining point-of-sale options to meet the expanding needs of its customers. 365 continuously pioneers innovation in the industry with superior technology, strategic partnerships and ultimate flexibility in customization and branding. For more information, please visit 365retailmarkets.com.

About Providence Equity Partners L.L.C.

Providence Equity Partners L.L.C. is a specialist private equity investment firm focused on growth-oriented media, communications, education and technology companies across North America and Europe. Providence combines its partnership approach to investing with deep industry expertise to help management teams build exceptional businesses and generate attractive returns. Since its founding in 1989, Providence has invested over $40 billion across more than 180 private equity portfolio companies. With its headquarters in Providence, RI, the firm also has offices in New York, London, Boston and Atlanta. For more information, please visit provequity.com.