SS Notes Vacasa Engaged in a "Thorough" Strategic Review Process Over the Course of Eight Months

Vacasa Urges Shareholders to Vote "FOR" the Proposed Merger with Casago at the Special Meeting Scheduled for April 29, 2025

Vacasa, Inc. (NASDAQ:VCSA) ("Vacasa" or the "Company"), a leading vacation rental management platform in North America, today announced that both leading independent proxy advisory firms – Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis") – recommend shareholders vote "FOR" the proposed merger with Casago. A Special Meeting of Vacasa's shareholders (the "Special Meeting") related to the proposed merger is scheduled for April 29, 2025.

In its report recommending support for the merger, ISS notes:1

• "...[T]he board appears to have conducted a thorough review of strategic options, which lasted approximately eight months."
• "The board and the special committee appear to have also conducted a reasonable process to determine whether [Davidson Kempner's] offers were, or could potentially result in, a 'superior proposal.'"
• "...[T]he special committee's requests for additional assurance of certainty and timing appear reasonable given [Davidson Kempner's] differing economic interests from those of common shareholders."
• "...[T]he board's conclusion that Casago's offer has higher certainty of timing and completion appears reasonable."
• "Given the thorough sales process and the challenging outlook on a standalone basis, the proposed merger with Casago appears to be the best combination of economics and certainty for shareholders."

CEO Rob Greyber said: "We are pleased that both ISS and Glass Lewis recognize the extensive, thorough process Vacasa engaged in, and that both support the Board's recommendation for our proposed merger with Casago. We strongly believe this transaction represents the best risk-adjusted outcome for our shareholders."