Exhibit 99.a(1)

PRELIMINARY PROXY STATEMENT OF THE COMPANY DATED SEPTEMBER 11, 2025
SUBJECT TO COMPLETION

Shareholders of Sapiens International Corporation N.V.:

Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

You are cordially invited to attend an extraordinary general meeting of shareholders of Sapiens International Corporation N.V., a Cayman Islands exempted company registered in the Cayman Islands (the “Company”), to be held on                   , 2025 at                p.m. (Israel local time). The meeting will be held at Azrieli Center, 26 Harokmim Street, Holon, 5885800, Israel. The accompanying notice of the extraordinary general meeting and proxy statement provide information regarding the matters to be considered and voted on at the extraordinary general meeting, including at any adjournment or postponement thereof.

On August 12, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SI Swan UK Bidco Limited, a private limited company incorporated under the laws of Guernsey (“Bidco”), SI Swan Guernsey Holdco Limited, a private limited company incorporated under the laws of Guernsey (“Parent”), and SI Swan Cayman Merger Sub Ltd., a Cayman Islands exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub” and collectively with Parent and Bidco, the “Parent Parties”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company (the “Surviving Company”). The purpose of the extraordinary general meeting is for you and the other shareholders of the Company to consider and vote, among other things, upon a proposal to authorize and approve the Merger Agreement and the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger (collectively, the “Transactions”). Copies of the Merger Agreement and the form of the Plan of Merger are attached as Annex A and Annex B, respectively, to the accompanying proxy statement.

In connection with the execution of the Merger Agreement, Formula Systems (1985) Ltd., a corporation incorporated under the laws of Israel (the “Rollover Shareholder”), entered into a rollover agreement (the “Rollover Agreement”) with SI Swan UK Topco Limited, a private limited company incorporated under the laws of Guernsey (“Topco”), and the Parent Parties, pursuant to which, among other matters, (i) the Rollover Shareholder will, immediately following the effective time of the Merger, receive shares in Topco as consideration for the transfer of 6,896,552 common shares, par value €0.01 per share (each, a “Common Share” and collectively, the “Common Shares”), of the Surviving Company held by the Rollover Shareholder (the “Rollover Shares”) and (ii) Topco will issue to the Rollover Shareholder shares of Topco in exchange for the Rollover Shares, in each case, as further specified in, and delivered in accordance with, the Rollover Agreement.

If the Merger is consummated, at the effective time of the Merger (the “Effective Time”), each Common Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined below), the Dissenting Shares (as defined below) and the Rollover Shares) will be cancelled in exchange for the right to receive $43.50 in cash per Common Share, without interest and net of any applicable withholding taxes (the “Per Share Merger Consideration”).

Notwithstanding the foregoing, if the Merger is completed, the following Common Shares will not be cancelled in exchange for the right to receive the cash consideration described above, but will be cancelled and cease to exist at the Effective Time:

In addition to the foregoing, immediately prior to the Effective Time, the Company will provide for the treatment of options to purchase Common Shares granted under the terms and conditions set forth in the Company Share Plans (each, a “Company Option”) and restricted share unit awards granted under the terms and conditions set forth in the Company Share Plans (each, a “Company RSU”), as described below.

Immediately prior to the Effective Time, the Company will cause (i) 58% of the unvested portion of all remaining outstanding and unexpired Company Options, determined on a tranche-by-tranche basis across all applicable vesting tranches of such Company Options, to become vested (such Company Options, together with any Company Options that are vested prior to the Effective Time or as a result of the consummation of the Merger by their terms, “Vested Company Options”) and (ii) 58% of the unvested portion of all remaining outstanding and unexpired Company RSUs, determined on a tranche-by-tranche basis across all applicable vesting tranches of such Company RSUs, to become vested (such Company RSUs, together with any Company RSUs that are vested but not yet settled prior to the Effective Time or as a result of the consummation of the Merger by their terms, “Vested Company RSUs”) (such acceleration described in (i) and (ii), the “Vesting Acceleration”). The Vesting Acceleration shall not apply to any Company Options and Company RSUs held by any individual who has provided or received a notice of termination of his or her employment or engagement with the Company or any of its subsidiaries as of the date of the Merger Agreement.

At the Effective Time, (i) each Vested Company RSU shall be cancelled and converted into the right to receive the Per Share Merger Consideration in respect of each Common Share covered by such Vested Company RSU, without interest thereon and subject to applicable withholding taxes; (ii) each Company RSU that is not a Vested Company RSU (each, an “Unvested Company RSU”) shall be cancelled and converted into the right to receive the Per Share Merger Consideration in respect of each Common Share covered by such Unvested Company RSU (the “Cash Replacement Company RSU Amount”), which Cash Replacement Company RSU Amount shall be eligible to vest and become payable at the same time or times as such Unvested Company RSU would have vested and become payable by its terms, subject to the continued employment or service of the holder thereof through each applicable vesting date; (iii) each Vested Company Option shall be cancelled and converted into the right to receive the excess of the Per Share Merger Consideration (if any) over the applicable per share exercise price of such Vested Company Option in respect of each Common Share covered by such Vested Company Option, without interest thereon and subject to applicable withholding taxes; and (iv) each Company Option that is not a Vested Company Option (each, an “Unvested Company Option”) shall be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (x) the excess of the Per Share Merger Consideration (if any) over the applicable per share exercise price of such unvested Company Option and (y) the total number of Common Shares subject to such Unvested Company Option as of immediately prior to the Effective Time (the “Cash Replacement Company Option Amount”), which Cash Replacement Company Option Amount shall be eligible to vest and become payable at the same time or times as such Unvested Company Option would have vested and become payable by its terms, subject to the continued employment or service of the holder thereof through each applicable vesting date. Any Company Option (whether a Vested Company Option or an Unvested Company Option) that has a per share exercise price that is equal to or greater than the Per Share Merger Consideration shall be cancelled as of the Effective Time without any cash payment or other consideration being paid in respect thereof.

Parent intends to fund the Per Share Merger Consideration through equity committed by Parent and its affiliates and debt committed by third-party lenders. On August 12, 2025, Bidco entered into an equity commitment letter (the “Equity Commitment Letter”) with the Sponsors (as defined in the Merger Agreement), pursuant to which the Sponsors have agreed, subject to the terms and conditions thereof, to provide or procure the provision of the financing amounts specified therein for the purpose of financing the Per Share Merger Consideration. Also, on August 12, 2025, Bidco entered into a debt commitment letter (the “Debt Commitment Letter”) with Financing Sources (as defined in the Merger Agreement), pursuant to which the Financing Sources irrevocably committed, subject to the terms and conditions thereof, to lend the amounts set forth therein for the purpose of funding a portion of the Transactions. Lastly, the Sponsors delivered a limited guarantee (the “Limited Guarantee”) in favor of the Company, to guarantee certain payment obligations of Parent under the Merger Agreement.

On August 12, 2025, a special committee of the board of directors of the Company (the “Board”), comprised solely of independent and disinterested directors (the “Special Committee”), acting with full power and authority delegated by the Board, reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger, the Limited Guarantee, the Support Agreement (as defined below), the Rollover Agreement, the Equity Commitment Letter and the Debt Commitment Letter (collectively and together with all other agreements contemplated to be entered into thereunder, the “Transaction Documents”) and the Transactions. The Special Committee, after consultation with its financial advisors and legal counsels and due consideration of all relevant factors, including the opinion of Houlihan Lokey Capital, Inc., unanimously (a) determined that the Per Share Merger Consideration is at least the fair value for each Common Share and the Transaction Documents and Transactions, including the Merger, are in the best interests of the Company and its shareholders, and (b) approved and recommended that the Board authorize and approve entry into the Transaction Documents and the Transactions, including the Merger.

On August 12, 2025, the Board, acting upon the unanimous recommendation of the Special Committee, unanimously (a) determined that the Merger and entry into the Transaction Documents are in the Company’s long term commercial benefit and commercial interests, (b) determined that the Per Share Merger Consideration is at least the fair value for each Common Share, (c) authorized and approved the Transaction Documents and the Transactions, including the Merger, and (d) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger and the consummation of the Transactions be submitted to the shareholders of the Company for authorization and approval.

Accordingly, the Board recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the Transactions, including (i) the Merger, (ii) the entry by the Company into the Plan of Merger, and (iii) the amendment and restatement of the existing memorandum and articles of association by the deletion in their entirety and the substitution in their place of the new memorandum and articles of association effective at the Effective Time, in the form attached as Annexure 2 to the Plan of Merger (the “Adoption of Amended M&A”) and any variation of the rights attaching to the Common Shares in the Company arising from the Adoption of Amended M&A, FOR the proposal to authorize each of the directors and/or officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger and the Adoption of Amended M&A, FOR the appointment of the new directors of the Company at the effective time of the Merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to constitute a quorum or pass the special resolutions to be proposed at the extraordinary general meeting.

The Merger cannot be completed unless the Merger Agreement, the Plan of Merger and the Transactions are authorized and approved by a special resolution (as defined in each of the Cayman Islands Companies Act and the memorandum and articles of association) of the Company passed by an affirmative vote of holders of Common Shares representing at least two-thirds of the votes cast by such holders as, being entitled to do so, present and voting in person or by proxy as a single class at the extraordinary general meeting or any adjournment or postponement thereof. Pursuant to the support agreement, dated August 12, 2025 (the “Support Agreement”), the Rollover Shareholder has agreed to vote all of the Common Shares owned, whether beneficially or of record, by the Rollover Shareholder or its affiliates as of the date thereof, or acquired by the Rollover Shareholder or its affiliates on or after the date thereof and prior to the extraordinary general meeting (“Covered Shares”) in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, which, as of the Record Date, collectively represent approximately          % of the total issued and outstanding Common Shares.

Accordingly, where the vote is taken by way of a poll, based on            Common Shares expected to be issued and outstanding on           , 2025, the record date for voting Common Shares at the extraordinary general meeting (the “Record Date”),            Common Shares owned by the shareholders of the Company other than the Rollover Shares as of the Record Date must be voted in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions in order to satisfy the requirement of the affirmative vote of at least two-thirds of the votes cast by such holders as, being entitled to do so, present and voting in person or by proxy as a single class at the extraordinary general meeting of the Company’s shareholders in accordance with Section 233(6) of the Cayman Islands Companies Act and the memorandum and articles of association of the Company, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting and the Rollover Shareholder will vote all Covered Shares in favor of such special resolutions. To the knowledge of the Company, the Rollover Shareholder owns                  Covered Shares as of the Record Date that they will vote in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions.

The accompanying proxy statement provides detailed information about, among other proposals, the Merger and the extraordinary general meeting. We encourage you to read the entire document and all of the attachments and other documents referred to or incorporated by reference herein carefully. You may also obtain more information about the Company from documents the Company has filed with the United States Securities and Exchange Commission (the “SEC”), which are available for free at the SEC’s website at www.sec.gov.

The Cayman Islands Companies Act provides that a poll may be demanded by at least one member and the memorandum and articles of association of the Company provide that where a poll is taken, regard shall be had to the number of votes to which each shareholder is entitled. The Rollover Shareholder who is a registered shareholder of the Company has indicated that it intends to demand a poll at the start of the meeting. Accordingly, the voting is expected to take place by poll voting. The effect of poll voting is that the number of votes each holder has will depend on the number of Common Shares held by such holder. If you receive more than one proxy card because you own Common Shares that are registered in different names, please vote all of your Common Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card. Whether or not you plan to attend the extraordinary general meeting, please complete the accompanying proxy card, in accordance with the instructions set forth on the proxy card, as promptly as possible. The deadline to lodge your proxy card is            at 11:59 p.m. (Eastern time), the day before the extraordinary general meeting. Where a vote is taken on a poll, each registered holder of Common Shares has one vote for each Share held as of 5:00 p.m. (Eastern time) on the Record Date.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Common Shares in person. Please note, however, that if you hold your Common Shares through a financial intermediary such as a broker, bank or nominee, you must rely on the procedures of the financial intermediary through which you hold your Common Shares if you wish to vote at the extraordinary general meeting.

Shareholders who dissent from the Merger will have the right to seek appraisal and payment of the fair value of their Common Shares as determined by the Grand Court of the Cayman Islands pursuant to Section 238 of the Cayman Islands Companies Act if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of dissenters’ rights, a copy of which is attached as Annex C to the accompanying proxy statement. The fair value of your Common Shares as determined by the Grand Court of the Cayman Islands under the Cayman Islands Companies Act could be more than, the same as, or less than the Per Share Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Common Shares.

NEITHER THE SEC, THE TEL AVIV STOCK EXCHANGE NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS LETTER OR IN THE ACCOMPANYING NOTICE OF THE EXTRAORDINARY GENERAL MEETING OR PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

If you have any questions or need assistance voting your Common Shares, please contact our proxy solicitor at                       .

Thank you for your cooperation and continued support.

The accompanying proxy statement is dated               , 2025, and is first being mailed to the Company’s shareholders on or about               , 2025.

SAPIENS INTERNATIONAL CORPORATION N.V.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON                , 2025

Dear Shareholder:

Notice is hereby given that an extraordinary general meeting of the shareholders of Sapiens International Corporation N.V.  (referred to herein alternately as the “Company”, “us”, “we” or other terms correlative thereto) will be held on                 , 2025 at                 p.m. (Israel local time) at Azrieli Center, 26 Harokmim Street, Holon, 5885800, Israel.

Only registered holders of common shares, par value €0.01 per share (“Common Shares”), of the Company, as of 5:00 p.m. (Eastern time) on                 , 2025 (the “Record Date”) or their proxy holders are entitled to attend and vote at this extraordinary general meeting or any adjournment thereof. At the extraordinary general meeting, you will be asked to consider and vote upon the following resolutions:

THAT the following be approved and authorized in all respects:

THAT each of the directors and/or officers of the Company be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger and the Adoption of Amended M&A;

THAT at the Effective Time, each of the following directors (having consented to act) be appointed as a director of the Company (as the surviving company in the Merger) in accordance with the memorandum and articles of association to be adopted at the Effective Time:

Don Whitt; and

Sarah Wise,

(the “Director Appointments”); and

THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to constitute a quorum or pass the special resolutions to be proposed at the extraordinary general meeting.

Please refer to the accompanying proxy statement, which is attached to and made a part of this notice. A list of the Company’s shareholders will be available at its principal executive offices at Azrieli Center, 26 Harokmim Street, Holon, 5885800, Israel, during ordinary business hours for the two business days immediately prior to the extraordinary general meeting.

Pursuant to the support agreement, dated August 12, 2025 (the “Support Agreement”), Formula Systems (1985) Ltd., a corporation incorporated under the laws of Israel (the “Rollover Shareholder”), will vote all 24,314,766 Common Shares held by the Rollover Shareholder as of August 12, 2025 (the “Owned Shares”) and any other Common Shares of the Company acquired, whether beneficially or of record, by the Rollover Shareholder or its affiliates on or after the date thereof and prior to the extraordinary general meeting (the “Additional Shares” and collectively with the Owned Shares, the “Covered Shares”) in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, which, as of the Record Date, collectively represent approximately            % of the total issued and outstanding Common Shares.

After careful consideration and upon the unanimous recommendation of the special committee of the board of directors of the Company (the “Board”), comprised solely of independent and disinterested directors (the “Special Committee”), the Board (a) determined that the Merger as contemplated in the Merger Agreement and the Plan of Merger is fair to and in the best interests of the Company and its shareholders (other than shareholders who are holders of the Excluded Shares, the Dissenting Shares and the Rollover Shares (each as defined in the Merger Agreement)), and it is advisable for the Company to enter into the Merger Agreement, the Plan of Merger and the limited guarantees by (i) Advent International GPE X Limited Partnership, (ii) Advent International GPE X-C Limited Partnership, (iii) Advent International GPE X-D SCSp, (iv) Advent International GPE X-G Limited Partnership, (v) Advent Partners GPE X Limited Partnership, (vi) Advent Partners GPE X-B Limited Partnership, (vii) Advent Partners GPE X-C (Cayman) Limited Partnership, (viii) Advent Partners GPE X-C-1 (Cayman) Limited Partnership, (ix) Advent International GPE X-A SCSp, (x) Advent International GPE X-B Limited Partnership, (xi) Advent International GPE X-E SCSp, (xii) Advent Partners GPE X-A Limited Partnership, (xiii) Advent Partners GPE X-C SCSp, (xiv) Advent Partners GPE X-D Limited Partnership, (xv) Advent Global Technology II Limited Partnership, (xvi) Advent Global Technology II-A SCSp, (xvii) Advent Global Technology II-B Limited Partnership, (xviii) Advent Global Technology II-C Limited Partnership, (xix) Advent Partners AGT II Limited Partnership, (xx) Advent Partners AGT II-A Limited Partnership, (xxi) Advent Partners AGT II-B Limited Partnership and (xxii) Advent Partners AGT II-C SCSp (collectively, the “Sponsors”) in favor of the Company or one of its wholly owned subsidiaries pursuant to which the Sponsors have guaranteed certain payment obligations of the Parent Parties under the Merger Agreement (the “Limited Guarantee”) and to consummate the Transactions, (b) authorized and approved the Merger Agreement, the Plan of Merger, the Limited Guarantee and the consummation of the Transactions, and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger, and the consummation of the Transactions to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger and the consummation of the Transactions be submitted to a vote of the shareholders of the Company for authorization and approval. After careful consideration and upon the unanimous recommendation of the Special Committee comprised solely of directors unaffiliated with any member of the management of the Company or any other participant of the Transactions, the Board recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the entry by the Company into the Plan of Merger, and upon the Merger becoming effective, the Adoption of Amended M&A and any variation of the rights attaching to the Common Shares in the Company arising from the Adoption of Amended M&A, FOR the proposal to authorize each of the directors and/or officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the Transactions, including the Merger and upon the Merger becoming effective and the Adoption of Amended M&A, FOR the appointment of the new directors of the Company at the effective time of the Merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to constitute a quorum or pass the special resolutions to be proposed at the extraordinary general meeting.

Regardless of the number of Common Shares that you own, your vote is very important. The Merger cannot be completed unless the Merger Agreement, the Plan of Merger and the Transactions are authorized and approved by a special resolution (as defined in the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”) and the memorandum and articles of association of the Company) of the Company passed by an affirmative vote of holders of Common Shares representing at least two-thirds of the votes cast by such holders as, being entitled to do so, present and voting in person or by proxy (or in the case of corporations, by their duly authorized representatives), as a single class at the extraordinary general meeting or any adjournment or postponement thereof. Pursuant to the Support Agreement, the Rollover Shareholder has agreed to vote all of the Covered Shares in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, which, as of the Record Date, collectively represent approximately          % of the total issued and outstanding Common Shares (excluding for the purpose of this calculation, the Common Shares they may acquire through the exercise of Company Equity Awards within 60 days of the date hereof). Accordingly, where a vote is taken on a poll, based on                  Common Shares issued and outstanding on             , 2025, the record date for voting Common Shares at the extraordinary general meeting (the “Record Date”)                Common Shares owned by the shareholders of the Company other than the Covered Shares as of the Record Date must be voted in favor of the authorization and approval of the Merger Agreement, the Plan of Merger, and the consummation of the Transactions in order to satisfy the requirement of the affirmative vote of at least two-thirds of the votes cast by such holders as, being entitled to do so, present and voting in person or by proxy as a single class at the extraordinary general meeting of the Company’s shareholders in accordance with Section 233(6) of the Cayman Islands Companies Act and the memorandum and articles of association of the Company, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting and the Rollover Shareholder will vote all Covered Shares in favor of such special resolutions.

Regardless of whether you plan to attend the extraordinary general meeting in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card as promptly as possible. To be valid, your proxy card must be completed, signed, scanned and returned to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, no later than 11:59 p.m. (Eastern time) on                   , 2025. The proxy card is the “instrument of proxy” and the “instrument appointing a proxy” as referred to in the Company’s articles of association. The Cayman Islands Companies Act provides that a poll may be demanded by at least one member and the memorandum and articles of association of the Company provide that where a poll is taken, regard shall be had to the number of votes to which each shareholder is entitled. The Rollover Shareholder who is a registered shareholder of the Company has indicated that it intends to demand a poll at the start of the meeting. Accordingly, the voting is expected to take place by poll voting. The effect of poll voting is that the number of votes each holder has will depend on the number of Common Shares held by such holder. If you receive more than one proxy card because you own Common Shares that are registered in different names, please vote all of your Common Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card. Where a vote is taken on a poll, each registered holder of Common Shares has one vote for each Common Share held as of 5:00 p.m. (Eastern time) on the Record Date.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Common Shares in person. Please note, however, that if your Common Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the record holder a proxy issued in your name.

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank or other nominee, your vote will not be counted.

When proxies are properly dated, executed and returned by holders of Common Shares, the Common Shares they represent will be voted at the extraordinary general meeting in accordance with the instructions of such shareholders. If no specific instructions are given by such shareholders, such Common Shares will be voted “FOR” the proposals as described above, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the Common Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

Shareholders who dissent from the Merger in accordance with the Cayman Islands Companies Act will have the right to seek appraisal and payment of the fair value of their Common Shares as determined by the Grand Court of the Cayman Islands pursuant to Section 238 of the Cayman Islands Companies Act if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of dissenters’ rights, a copy of which is attached as Annex C to the accompanying proxy statement. The fair value of their Common Shares as determined by the Grand Court of the Cayman Islands under the Cayman Islands Companies Act could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Common Shares. This proxy statement is not to be construed or taken as legal advice on Cayman Islands law. Shareholders who wish to exercise any rights under Section 238 of the Cayman Islands Companies Act, or otherwise, should obtain their own copy of the complete Cayman Islands Companies Act and seek legal advice from a law firm authorized to practice Cayman Islands law without delay.

The full text of the proposed new memorandum and articles of association in connection with the Adoption of Amended M&A will be filed at the offices of the Company for inspection by every Shareholder until the conclusion of the extraordinary general meeting of shareholders.

If you have any questions or need assistance voting your Common Shares, please contact our proxy solicitor at                       .

The Merger Agreement, the Plan of Merger and the Transactions are described in the accompanying proxy statement. Copies of the Merger Agreement and the Plan of Merger are included as Annex A and Annex B, respectively, to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

PROXY STATEMENT

Dated                 , 2025

SUMMARY VOTING INSTRUCTIONS

Ensure that your shares of Sapiens International Corporation N.V. can be voted at the extraordinary general meeting by submitting your proxy or contacting your broker, bank or other nominee.

If your shares are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting.

If your shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope, so that your shares can be voted at the extraordinary general meeting in accordance with your instructions.

If you submit your signed proxy card without indicating how you wish to vote, the shares represented by your proxy will be voted in favor of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please contact our proxy solicitor at                       .

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the extraordinary general meeting and the Merger. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the extraordinary general meeting and the matters to be voted on at the extraordinary general meeting. The enclosed materials allow you to submit a proxy to vote your Common Shares without attending the extraordinary general meeting and to ensure that your Common Shares are represented and voted at the extraordinary general meeting.

Your vote is very important. Even if you plan to attend the extraordinary general meeting, the Company encourages you to submit a proxy as soon as possible.

Pursuant to the Support Agreement, the Rollover Shareholder has agreed to vote all of the Covered Shares owned beneficially or of record by the Rollover Shareholder in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions and in favor of any other matters required to consummate the Transactions, which, as of the Record Date, collectively represent approximately             % of the total issued and outstanding Common Shares.

 

Q:	What vote of the Company’s shareholders is required to approve the proposal to appoint new directors of the Company at the Effective Time and the proposal to adjourn the extraordinary general meeting, if necessary, to solicit additional proxies?

At the Effective Time, (i) each Vested Company RSU shall be cancelled and converted into the right to receive the Per Share Merger Consideration in respect of each Common Share covered by such Vested Company RSU, without interest thereon and subject to applicable withholding taxes; (ii) each Unvested Company RSU shall be cancelled and converted into the right to receive Cash Replacement Company RSU Amount, which shall be eligible to vest and become payable at the same time or times as such Unvested Company RSU would have vested and become payable by its terms, subject to the continued employment or service of the holder thereof through each applicable vesting date; (iii) each Vested Company Option shall be cancelled and converted into the right to receive the excess of the Per Share Merger Consideration (if any) over the applicable per share exercise price of such Vested Company Option in respect of each Common Share covered by such Vested Company Option, without interest thereon and subject to applicable withholding taxes; and (iv) each Unvested Company Option shall be cancelled and converted into the right to receive Cash Replacement Company Option Amount, which shall be eligible to vest and become payable at the same time or times as such Unvested Company Option would have vested and become payable by its terms, subject to the continued employment or service of the holder thereof through each applicable vesting date. Any Company Option (whether a Vested Company Option or an Unvested Company Option) that has a per share exercise price that is equal to or greater than the Per Share Merger Consideration shall be cancelled as of the Effective Time without any cash payment or other consideration being paid in respect thereof.

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible the price of the Common Shares may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Common Shares would return to the price at which they trade as of the date of this proxy statement.

Under specified circumstances, we may be required to pay the Company Termination Fee (as defined below) to Parent as described under the section of this proxy statement entitled “The Merger Agreement—Termination Fees.”

The Record Date for shareholders entitled to vote at the extraordinary general meeting is earlier than the date the Merger is anticipated to be consummated. Accordingly, if you sell or transfer your Common Shares after the Record Date but before the extraordinary general meeting, unless special arrangements (such as the provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies the Company in writing of such special arrangements, you will transfer the right to receive the Per Share Merger Consideration if the Merger is consummated to the person to whom you sell or transfer your Common Shares, but you will have retained your right to vote such shares at the extraordinary general meeting. Even if you sell or otherwise transfer your Common Shares after the Record Date, we encourage you to complete, date, sign and return the enclosed proxy card or otherwise vote your shares.

Record Shareholders: If you are a shareholder of record, that is, your Common Shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, these proxy materials are being sent directly to you by our transfer agent. If you provide specific instructions (i.e., mark boxes) on the enclosed proxy card that has been provided to you and sign and return the proxy card, your shares will be voted as you instruct. If you sign and return your proxy card without giving specific instructions, your shares will generally be voted in accordance with the recommendations of our Board (“FOR” each of the proposals). The proxy holders will vote in their discretion on any other matters that properly come before the extra ordinary meeting. If you are a shareholder of record and do not return your proxy card, your Common Shares will not be voted (unless you attend the extraordinary general meeting and vote in person).

If you are a shareholder of record and have lost or misplaced the proxy card mailed to you, you may print a copy of the proxy card from http://www.sapiens.com/extraordinary-general-meeting/proxy and may complete and sign that proxy card (indicating the name of the record shareholder holding your common shares) and return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Company reserves the right to require further identifying information from you if you submit your proxy card in that manner. Any vote by a record shareholder that is received by our transfer agent by 11:59 p.m. (Eastern time) on                      , 2025 will be counted towards the tally of votes at the extraordinary general meeting.

Shares Held in Street Name (on Nasdaq): If your Common Shares are held in a brokerage account or by a trustee or nominee, you are considered to be the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee. Please follow the enclosed instructions to direct your broker, trustee or nominee how to vote your shares. Beneficial owners may be able to utilize the control number appearing on their voting instruction form to submit their voting instruction to their brokers, trustees or nominees by other means, including via the internet (at www.proxyvote.com), if so indicated on their voting instruction form. The deadline for submission of voting instructions to your broker, trustee or nominee should be indicated on your voting instruction form or in the other proxy materials sent to you.

If you do not submit voting instructions, your broker may be permitted to vote your shares in its discretion on some of the proposals, but not those of a non-routine nature. Because the broker is prohibited from exercising discretionary authority for a beneficial owner who has not provided voting instructions for any non-routine proposal (commonly referred to as a “broker non-vote”), that beneficial owner’s shares will be included in determining the presence of a quorum at the Meeting, but are not counted for the purposes of voting on, and do not impact the outcome of the voting on, the relevant proposal(s).

Shares Held on the TASE: If you own Common Shares that are traded through the TASE, you may vote your shares without attending the extraordinary general meeting in one of two ways:

Record Shareholders: Common Shares held in your name as the shareholder of record may be voted on a ballot that we will provide to you at the extraordinary general meeting. In order to do so, you must provide at the extraordinary general meeting the name under which your Common Shares are held of record and proof of ownership (a copy of your share certificate or a statement showing book-entry shares).

Shares Held in Street Name (on Nasdaq): Common Shares held beneficially in street name (i.e., through a bank, broker, trust or other nominee) on Nasdaq may be voted on a ballot at the extraordinary general meeting only if you bring (i) an account statement or other proof that you owned the Common Shares in your bank, brokerage, trustee or other nominee account as of the Record Date, and (ii) a legal proxy from the bank, broker, trustee or other nominee that holds your shares giving you the right to vote the Common Shares.

Shares Held on the TASE: If you hold Common Shares that are traded through TASE and you would like to vote in person at the extraordinary general meeting, you must bring a proof of ownership certificate from TASE’s Clearing House member through which the Common Shares are held, indicating that you were the beneficial owner of the Common Shares on the Record Date.

Regardless of how you hold your Common Shares, even if you plan to attend the extraordinary general meeting, we recommend that you also submit your proxy card or voting instructions (in any of the manners described above, including electronically) so that your vote will be counted if you later decide not to attend the Meeting.

If you originally voted through an electronic voting system (either for shareholders holding our common shares on Nasdaq, at www.proxyvote.com, or for shareholders holding on TASE, at votes.isa.gov.il), you can revoke your vote by voting through the electronic voting system on a later date (which must precede the date of the extraordinary general meeting). In addition, any shareholder who has executed a proxy and is present at the extraordinary general meeting may vote in person instead of by proxy, thereby canceling any proxy previously given, whether or not written revocation of such proxy has been given prior to the extraordinary general meeting. Any written notice revoking a proxy should be sent via mail to Sapiens International Corporation N.V., Azrieli Center, Harokmim 18, Holon, 5885800, Israel, Attention: Company Secretary, via e-mail to Keren.Peer@sapiens.com. If a proxy or voting instructions are not revoked, the Common Shares represented thereby will be voted in accordance with the proxy or other voting instructions.

We encourage you to read the section of this proxy statement entitled “Dissenters’ Rights” beginning on page 106 as well as “Annex C — Cayman Islands Companies Act (As Revised) — Section 238” to this proxy statement carefully. This proxy statement is not to be construed or taken as legal advice on Cayman Islands law. Shareholders who wish to exercise any rights under Section 238 of the Cayman Islands Companies Act, or otherwise, should obtain their own copy of the complete Cayman Islands Companies Act and seek legal advice from a law firm authorized to practice Cayman Islands law without delay.

 

A:	If you have any questions about the Merger or if you need additional copies of this proxy statement or the accompanying proxy card, you should contact our proxy solicitor at                       .

SPECIAL FACTORS

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among the Board, the Special Committee, Company management, the Special Committee’s financial advisor or legal advisor, the Parent Parties, any other of their respective financial advisors or legal advisors, their respective representatives or any other person.

As part of the Company’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board, together with members of Company management, regularly reviews, considers and assesses the Company’s performance, future growth prospects, evolving industry landscape, customer opportunities, product portfolio and overall strategic direction in light of the current and anticipated business and economic environment and in consideration of the Company’s long-term business strategy to enhance value for Company shareholders. This review includes, among other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, as compared to the benefits and risks of the Company’s continued operation as a standalone company. The Board has also regularly engaged with Company shareholders to discuss their perspectives on the Company’s strategic and financial direction.

On May 3, 2023, the Board held a meeting, with representatives of Company management in attendance, to discuss the Company’s performance as a standalone company and whether its shareholders would derive greater benefit from an acquisition by a third party. Taking into account the Company’s performance as a standalone entity as well as premiums paid in other recent acquisitions of peer companies, the Board discussed launching a process to explore a potential sale of the Company, and representatives of Company management presented an overview of the conduct of a potential sale process. Based on previous discussions with William Blair & Company, L.L.C. (“William Blair”), Company management recommended to the Board that the Company engage William Blair as the Company’s financial advisor given William Blair’s expertise, experience, qualifications, independence, reputation, and knowledge about the Company, subject to customary relationship disclosures. Following discussion, the Board authorized Company management to engage William Blair to conduct outreach to potential counterparties in connection with the Board’s evaluation of a potential sale of the Company.

On May 15, 2023, the Company entered into a formal engagement letter with William Blair (the “William Blair Engagement Letter”) on terms proposed to the Board at the May 3, 2023 meeting.

In the months following the May 3, 2023 meeting, William Blair conducted a process to explore a potential sale of the Company (such process, the “2023 Process”) and contacted a mix of potential acquirers of the Company, including financial sponsors and strategic parties, that Company management deemed most likely to have an interest in pursuing a potential acquisition of the Company. During this time, representatives of William Blair met regularly with members of Company management and Mr. Guy Bernstein, the Chairman of the Board and Chief Executive Officer of the Rollover Shareholder. As a result of the 2023 Process, William Blair identified to Company management, including Mr. Al-Dor, the Chief Executive Officer of the Company, a variety of financial sponsors and companies who might be interested in pursuing a potential acquisition of the Company. These potential acquirers were identified based on the likelihood of their interest in, and the ability to pursue, a potential acquisition of the Company. Company management ultimately authorized William Blair to contact 21 financial sponsors (including Advent, Party B, Party C, Party D and Party E (each, discussed below)) and seven strategic parties (including Party A) concerning a potential acquisition of the Company.

Following outreach by William Blair, between the end of July 2023 and the middle of August 2023, the Company held introductory meetings with representatives of 16 parties, including Advent, Party B, Party C, Party D and Party E, respectively. Following its introductory meeting with Advent, on July 25, 2023, Mr. Bernstein met with representatives of Advent in London where the parties first directly discussed the possibility of a potential transaction between the Company and Advent. Similarly, on July 25, 2023 and July 26, 2023, Mr. Bernstein met in London with representatives of each of Party D and Party E, to discuss the possibility of a potential transaction. Such discussions were preliminary and exploratory in nature, and did not result in any proposals to acquire the Company. Representatives of Company management provided updates to the Board on William Blair’s outreach and the introductory meetings with Company management and Mr. Bernstein at its regularly scheduled Board meeting in August 2023.

On September 12, 2023, representatives of Company management, in consultation with Mr. Bernstein, directed William Blair to commence a formal sale process. Following such instruction, representatives of William Blair shared a process letter (the “2023 Process Letter”) with 21 bidders. All 21 bidders separately entered into a confidentiality agreement with the Company, including customary standstill provisions that had expired or terminated on or prior to the public announcement of the Company’s entry into the Merger Agreement. Representatives of William Blair provided such bidders with virtual data room access and held diligence sessions between representatives of Company management and the potential bidders, including Advent, Party A, Party B, Party C, Party D and Party E. The 2023 Process Letter requested that indications of interest be submitted on October 10, 2023. As of October 6, 2023, the Company had not received any proposal from any financial sponsor or strategic party contacted in the 2023 Process.

On October 7, 2023, while the 2023 Process was ongoing, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. As a result of the events of October 7, 2023, the Israeli government declared that the country was at war against Hamas. Following and as a result of such events, on October 8, 2023, representatives of Company management, in consultation with Mr. Bernstein and the Board, decided to suspend the 2023 Process and directed that representatives of William Blair inform the potential acquirers participating in the 2023 Process that the Company had decided to suspend the 2023 Process at such time.

On January 25, 2024, and during such time that the 2023 Process remained on hold, the Company received an inbound non-binding letter of intent from Party A, a strategic sponsor (the “January 2024 Proposal”) that proposed a joint “take-private” transaction where both Party A and Party B, a financial sponsor, would acquire all the outstanding Common Shares at a price of $30.00 per share in cash. Later that day, representatives of Company management, in consultation with Mr. Bernstein, instructed William Blair to convey to Party A and Party B that the 2023 Process was currently on hold given recent events in Israel. Following such direction, representatives of William Blair informed Party A and Party B that the January 2024 Proposal should be withdrawn at this time and that the Company would request that Party A and Party B re-submit a new proposal if and when the Company formally re-launched the 2023 Process, which was expected to occur later that quarter.

On February 20, 2024, the Board held a meeting, with representatives of Company management in attendance, where representatives of Company management updated the Board with respect to the termination of the 2023 Process and the January 2024 Proposal, and discussed relaunching the 2023 Process, which was motivated by the Board’s increased comfort in the Company’s financial position and operations, which the Board viewed as leverage in the context of recommencing negotiations with potential counterparties. Representatives of Company management then directed William Blair to relaunch the 2023 Process (such re-launched process, the “2024 Process”).

In February 2024, following the Board’s authorization of the 2024 Process, William Blair contacted a mix of potential acquirers, including financial sponsors and strategic parties, that had previously expressed an interest in transacting with the Company (including Advent, Party A, Party B, Party C and Party E) or that Company management and Mr. Bernstein, in consultation with William Blair, deemed most likely to have an interest in pursuing a potential transaction with the Company. Between February and March 2024, William Blair contacted 15 financial sponsors (including Advent, Party B, Party C and Party E) and two strategic parties (including Party A) concerning a potential acquisition of the Company. The Company separately entered into a confidentiality agreement with 12 new potential bidders, each of which contains customary standstill provisions that had expired or terminated on or prior to the public announcement of the Company’s entry into the Merger Agreement.

During late February and early March 2024, representatives of William Blair shared a process letter (the “2024 Process Letter”) with and provided virtual data room access to 17 bidders and held introductory sessions between representatives of Company management with two of the potential bidders, which such discussions were preliminary and exploratory in nature. The 2024 Process Letter requested that letters of intent be submitted on March 26, 2024.

On or prior to March 26, 2024, William Blair received confirmation from each of the 15 financial sponsors contacted by William Blair (including Advent, Party B, and Party E) and the two strategic parties (including Party A) that none of such parties would be making a proposal to acquire the Company at such time for several reasons, including, among other things, the ongoing war in Israel and the inability to offer a price that would likely be attractive to the Company.

Also on March 26, 2024, the Company received an inbound non-binding letter of intent from Party C (the “Components Proposal”) proposing the acquisition of the Company’s life, pension and annuities components business segment at an enterprise value of $130-$150 million, however the Components Proposal did not contemplate an acquisition of the entire Company. Following receipt of the Components Proposal, representatives of Company management, in consultation with Mr. Bernstein, determined that the Components Proposal, as an offer to acquire standalone assets, did not maximize value for the Company’s shareholders and that dividing the Company in this manner was not in the Company’s best interest, and therefore decided to decline the Components Proposal.

Given that as of the proposal submission deadline of March 26, 2024, there were no outstanding offers to acquire the Company, and that all of the potential participants in the 2024 Process had confirmed to William Blair that they would not make a proposal to acquire the Company at that time, representatives of Company management, in consultation with Mr. Bernstein, decided to terminate the 2024 Process and William Blair informed Party C that the Company would not pursue the Components Proposal as the Company believed a transaction structure that contemplated the acquisition of the Company rather than a discrete business line was the better option for the Company. On April 23, 2024, William Blair sent Party C a document destruction notice pursuant to the confidentiality agreement between the Company and Party C dated September 20, 2023. On April 24, 2024, Party C confirmed compliance with William Blair’s document destruction request.

On November 19, 2024, Party D, a financial sponsor with whom the Company had previously engaged with in the 2023 Process, reached out to a representative of William Blair indicating interest in discussing an acquisition of the Company.

On December 10, 2024, a representative of Party D and Mr. Bernstein met in person to discuss a potential acquisition of the Company.

Following such discussion, on December 21, 2024, the Company and Party D entered into a new customary confidentiality agreement (the “Party D Confidentiality Agreement”), which included a 12-month standstill provision that had terminated upon the public announcement of the Company’s entry into the Merger Agreement.

On January 6, 2025, a representative of Advent contacted Mr. Bernstein to discuss a potential acquisition of the Company, and on January 7, 2025, representatives of Advent and Mr. Bernstein met via teleconference to discuss such potential acquisition, although neither the structure of the acquisition nor a potential price that Advent would pay to acquire the Company were discussed. Between January 27, 2025 and February 4, 2025, representatives of Advent and Mr. Bernstein held additional discussions regarding a potential acquisition.

On January 18, 2025, in connection with an expression of interest by Party F, a strategic counterparty, in a potential acquisition of the Company, the Company and Party F entered into a customary confidentiality agreement, and through June 2025, representatives of the Company and Party F met periodically to discuss a potential acquisition of the Company by Party F, and the Company shared with Party F due diligence materials regarding the Company in order to facilitate a potential acquisition proposal.

On February 2, 2025, representatives of Advent contacted William Blair indicating that Advent was interested in pursuing an acquisition of the Company but did not provide an indication of price.

From early January 2025 through April 2025, representatives of the Company, separately met with Advent and Party D periodically to discuss a potential acquisition of the Company, and the Company shared with each of Advent and Party D due diligence materials regarding the Company in order to facilitate a potential acquisition proposal. In connection with such discussions, in early March 2025, Advent invited Party E, who had been contacted in the 2023 Process and the 2024 Process, to be a potential co-investor in a potential transaction with the Company, and on March 13, 2025, the Company and Party E entered into a new customary confidentiality agreement (the “Party E Confidentiality Agreement”), which included a 12-month standstill provision that had terminated upon the public announcement of the Company’s entry into the Merger Agreement. On April 18, 2025, Party D notified representatives of William Blair that it would not submit a proposal to acquire the Company, at a valuation likely to be suitable to the Company.

On May 11, 2025, Advent sent a non-binding letter of intent to the Company, which indicated that Advent would be interested in acquiring the Company at a purchase price of $42.00 in cash per outstanding Common Share (the “May 11 LOI”), representing a premium of approximately 50% over the closing per share price of the Common Shares of $28.33 on Nasdaq on May 8, 2025, and requested (i) access to preliminary diligence documents regarding financial and business information and (ii) a 30-day exclusivity period. The May 11 LOI did not reference Party E as a co-investor, indicating that Party E was not interested in participating in a potential transaction.

Following receipt of the May 11 LOI, representatives of Company management and Mr. Bernstein discussed the May 11 LOI and subsequently instructed representatives of William Blair to explore whether Advent would be willing to offer a higher price per Common Share. Following guidance by Mr. Bernstein, on May 13, 2025, a representative of William Blair met with a representative of Advent via teleconference to discuss the May 11 LOI, and on May 14, 2025, a representative of William Blair formally presented a counterproposal to the May 11 LOI of $44.00 in cash per outstanding Common Share.

On May 15, 2025, Advent sent a revised non-binding letter of intent to the Company, which indicated that Advent contemplated the proposal to acquiring the Company at a purchase price of $43.00 in cash per outstanding Common Share (the “May 15 LOI”), representing a premium of approximately 52% over the closing price per share of the Common Shares of $28.19 on Nasdaq on May 14, 2025, and requested (i) access to preliminary diligence documents regarding financial and business information, (ii) no ‘go-shop’ period in the definitive agreement and (iii) a 30-day exclusivity period.

On May 19, 2025, a representative of William Blair, at the instruction of Company management and Mr. Bernstein, met with Mr. Hallstrom, a representative of Advent, via teleconference and conveyed that the price proposed in the May 15 LOI was not acceptable to the Company and conveyed a counterproposal of $43.50 in cash per outstanding Common Share. The teleconference concluded without an agreement between the parties. Also on May 19, 2025, Mr. Hallstrom met with Mr. Bernstein via teleconference to discuss the May 15 LOI and the Company’s latest counterproposal of $43.50 in cash per Common Share. On the call, Mr. Hallstrom indicated that Advent would not be able to accept the Company’s latest offer of $43.50 in cash per Common Share. Mr. Bernstein then proposed that the Rollover Shareholder roll over a portion of its Common Shares in order to encourage Advent to accept the requested $43.50 in cash per Common Share with respect to all non-Rollover outstanding Common Shares.

On May 20, 2025, Advent sent a further revised non-binding letter of intent to the Company, which indicated Advent’s interest in acquiring the Company at a purchase price of $43.50 in cash per outstanding Common Share (the “May 20 LOI”), other than the Rollover Shares, representing a premium of approximately 54% over the closing price per share of the Common Shares of $28.19 per share on Nasdaq on May 14, 2025. In the May 20 LOI, Advent (i) indicated that it expected to fund the potential transaction with a combination of new equity, roll over and third-party debt financing, (ii) indicated that it expected the Rollover Shareholder to roll over approximately 25% of its then held Common Shares into equity in the surviving company structure post-closing and (iii) requested a 30-day exclusivity period.

On May 26, 2025, Messrs. Al-Dor and Giladi and representatives of Party F met via teleconference during which Messrs. Al-Dor and Giladi explained that the Company was in advanced discussions with other counterparties regarding a potential acquisition of the Company, and asked whether, based on Party F’s diligence completed to-date, Party F was interested in making a proposal to acquire the Company. Party F indicated that its internal processes for participating in due diligence of the Company was ongoing and therefore it was not ready to submit an offer to acquire the Company at such time.

Later on May 26, 2025, the Board held a meeting, with members of Company management and representatives of the Rollover Shareholder, including Mr. Asaf Berenstin, the Rollover Shareholder’s Chief Financial Officer, in attendance. Representatives of Company management provided an overview of the May 20 LOI and the negotiations to date with Advent. The Board discussed the May 20 LOI, the necessary shareholder approvals that would be required in connection with such potential transaction, and the potential partial rollover by the Rollover Shareholder. Following such discussion, Messrs. Bernstein and Berenstin exited the meeting. In light of the potential partial rollover, Mr. Giladi proposed the formation of a special committee of the Board comprised of three independent directors on the Board who were not affiliated (directly or indirectly) with the Rollover Shareholder, designed to evaluate a potential transaction with Advent. At such time, Mrs. Salomon informed the Board that she served as a director of another subsidiary of the Rollover Shareholder, and it was determined by the Board that she should not serve on such special committee. In addition, Mr. Al-Dor informed the Board that his existing employment agreement with the Company contemplated a change of control payment in connection with a sale of the Company, and it was determined by the Board that he should not serve on such special committee. Following such discussion and presentation of the foregoing relationships, the Board approved the formation of the Special Committee, with the Special Committee having rights and responsibilities to, among other things, (i) evaluate, consider and negotiate the terms and conditions of the proposed transaction with Advent (the “Proposed Transaction”), (ii) determine not to pursue or enter into the Proposed Transaction, (iii) consider, evaluate and pursue any alternative transactions or strategic options that may be available to the Company, (iv) retain and engage, at the Company’s expense, such advisors, experts or consultants as the Special Committee may deem necessary or appropriate to assist it in carrying out its responsibilities, and (v) make recommendations to the Board regarding the Proposed Transaction, including whether to approve, reject, or propose modifications to the terms thereof. The members of the Special Committee were Eyal Ben-Chlouche, Yacov Elinav and Uzi Netanel, each of whom is an independent director on the Board not affiliated (directly or indirectly) with the Rollover Shareholder. None of Mr. Bernstein, Mr. Al-Dor or Mrs. Salomon served on the Special Committee.

On May 27, 2025, the Special Committee held its first meeting, with representatives of Company management in attendance. The Special Committee discussed the May 20 LOI and the history of negotiations with Advent, including the need for further detail from Advent on the percentage of Common Shares held by the Rollover Shareholder to be rolled over in the Proposed Transaction and certain clarifications on exclusivity. The Special Committee then discussed the Special Committee’s desire to obtain a fairness opinion in connection with the Proposed Transaction and directed that representatives of Company management prepare a list of potential financial advisors, who would be able to provide the Special Committee with a fairness opinion, for consideration and discussion at the next Special Committee meeting scheduled to take place the following day.

On May 28, 2025, the Special Committee held a meeting, with representatives of Company management, the general counsel of the Company (the “Company General Counsel”), Meitar Law Offices (“Meitar”), Latham & Watkins LLP (“Latham”), Walkers (Europe) (“Walkers”) and William Blair in attendance. Representatives of each of Meitar, Latham, Walkers and William Blair began the meeting by presenting the experience and capabilities of their respective firms and disclosing their relationships with respect to Advent or the Rollover Shareholder. A discussion ensued regarding such advisors’ capabilities and relationships. Following such discussion, the Special Committee determined that each of Meitar, Latham and Walkers was independent of the Rollover Shareholder and would serve as its legal counsel in connection with the Proposed Transaction. A representative of William Blair then continued by providing the Special Committee with an overview of Advent, including with respect to its investment activities, and then described the 2023 Process and 2024 Process undertaken by the Company and William Blair to identify potential buyers for the Company and the discussions and engagement that took place with such potential buyers in connection therewith. William Blair continued, describing the 2023 Process and 2024 Process, which involved outreach to both financial sponsors, including Advent, and strategic parties, in connection with such processes, where such parties received access to preliminary due diligence materials, including in-person diligence meetings, to facilitate a potential proposal. A representative of William Blair noted that Advent was the only party that submitted a proposal for the acquisition of the entire Company as a result of the 2023 Process and the 2024 Process. William Blair then reviewed, and the Special Committee discussed, the Company’s share price performance in recent years, noting that the May 20 LOI reflected (i) a 54% premium to the closing price of the Common Shares on May 14, 2025 and (ii) increases to the May 11 LOI and May 15 LOI proposals of $42.00 and $43.00 per Common Share, respectively. The Special Committee then discussed several potential financial advisors who would be able to provide the Special Committee with a fairness opinion in connection with the Proposed Transaction. Following such discussion, representatives of Latham and Walkers provided an overview to the Special Committee of their fiduciary duties in the context of Proposed Transaction under Cayman Islands law, noting the potential risk of litigation in connection with the Proposed Transaction, both in the Cayman Islands and in the United States, and of appraisal proceedings in the Cayman Islands.

On June 1, 2025, the Special Committee held a meeting, with representatives of Company management, the Company General Counsel, Meitar, Latham, Walkers and William Blair in attendance. Representatives of Latham first reviewed with the Special Committee the general timeline of the Proposed Transaction from announcement through the closing of such transaction, as well as pre-announcement matters, including the completion by Advent of its due diligence and the finalization of the regulatory analysis in respect of the Proposed Transaction. Representatives of Latham then presented to the Special Committee the request by Advent to enter into an exclusivity agreement, as contemplated by the May 20 LOI, and explained the restrictions on the Company and the Special Committee that such an agreement would entail and the considerations related to the Special Committee’s fiduciary duties. Following such discussion, the Special Committee authorized representatives of Latham and Meitar to contact Kirkland & Ellis LLP (“K&E”), Advent’s legal counsel, and commence negotiating an exclusivity agreement with Advent, the entry of which would be later approved by the Special Committee. All advisors then left the meeting, and the Special Committee met in executive session where the Special Committee unanimously appointed Mr. Ben-Chlouche as the chairman of the Special Committee.

On June 4, 2025, the Board held a meeting, with members of Company management, the Company General Counsel and representatives of the Rollover Shareholder, including Messrs. Bernstein and Berenstin, in attendance. Representatives of Company management provided the Board with a high-level update on the work done to-date by the Special Committee in respect of the May 20 LOI pursuant to the charter of the Special Committee (the “Special Committee Charter”), and then provided the Board with an overview of the Special Committee Charter, including the authority delegated to the Special Committee by the Board. A discussion ensued, and the Board approved the Special Committee Charter.

On June 8, 2025, the Special Committee held a meeting, with representatives of Company management and the Company General Counsel in attendance. A representative of Company management began by presenting a draft exclusivity agreement between the Company and Advent, which provided for a 30-day exclusivity period and no automatic extension. A discussion ensued, and the Special Committee authorized the Company to finalize and enter into a period of exclusivity with Advent on the terms presented to the Special Committee. After discussion of William Blair’s historical relationship with the Company, the Special Committee determined that the Company and William Blair enter into a letter agreement acknowledging that William Blair would continue to act as a financial advisor to the Special Committee. Such representative of Company management summarized the terms of such letter agreement to be entered into between the Company and William Blair, which permitted William Blair to provide certain financial advisory services to the Special Committee in addition to the Board.

On June 9, 2025, the Company and Advent executed a new confidentiality agreement. Following the execution of the confidentiality agreement, and on a continuing basis until the Merger Agreement was executed, the Company, Advent and their respective advisors requested information and conducted business, product, technology, legal, financial and tax due diligence investigations of the Company and engaged in due diligence sessions on various topics.

Also on June 9, 2025, the Company entered into an exclusivity agreement with Advent (the “Exclusivity Agreement”), providing for an initial exclusivity period of 30 days (the “Initial Exclusivity Period”).

Later on June 9, 2025, the Company entered into a letter agreement with William Blair, providing for services to be rendered to the Special Committee as well as the Board.

On June 12, 2025, the Special Committee held a meeting, with representatives of Company management, the Company General Counsel, and a transaction consultant engaged by the Company in attendance. The transaction consultant for the Company began by presenting his role in assisting the Company with the Proposed Transaction, including coordinating and integrating the various workstreams to ensure a smooth signing and closing process. The transaction consultant continued and presented for the Special Committee the materials provided by two financial advisors (including Houlihan Lokey) relating to their respective qualifications, reputation and experience generally for purposes of potential engagement by the Special Committee to deliver a fairness opinion to the Special Committee in connection with the Proposed Transaction. Following such discussion, the Special Committee directed that representatives of Company management proceed with engaging Houlihan Lokey for potential delivery of such a fairness opinion in connection with the Proposed Transaction, and requested that prior to formal engagement by the Special Committee, representatives of Houlihan Lokey review Houlihan Lokey’s qualifications as well as the potential parameters of such a fairness opinion with the Special Committee.

On June 13, 2025, representatives of the Company, William Blair and representatives of Advent met via teleconference to discuss the Proposed Transaction and logistics for upcoming in-person meetings in Tel-Aviv, which were expected to take place in the coming weeks and cover topics including transaction structure, timeline, and due diligence, but were ultimately held via teleconference given the escalating conflict between Iran and Israel.

On June 23, 2025, representatives of the Company and representatives of Advent met via teleconference to discuss the Company’s business and the impact, if any, following a series of missile and drone attacks conducted by Iran on Israel that occurred between June 13, 2025 and June 23, 2025.

On June 23, 2025, the Special Committee held a meeting, with representatives of each of Company management, the Company General Counsel, the transaction consultant and Houlihan Lokey in attendance. A representative of Houlihan Lokey began by reviewing with the Special Committee Houlihan Lokey’s qualifications, reputation and experience generally and its expertise with respect to financial and valuation advisory services. A representative of Houlihan Lokey continued explaining for the Special Committee Houlihan Lokey’s methodology for preparing a potential fairness opinion, in connection with the Proposed Transaction and Houlihan Lokey’s experience with Cayman entities and “going-private” transactions. A discussion ensued, and the Special Committee approved the engagement of Houlihan Lokey for purposes of potentially obtaining an opinion as to the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by the Unaffiliated Shareholders in the Merger, pursuant to the Merger Agreement to be entered into by the Parent Parties and the Company, if the Special Committee were to ultimately determine to approve the Proposed Transaction. The Special Committee authorized Company management to negotiate and execute an engagement letter with Houlihan Lokey on the terms presented to the Special Committee by Company management.

On June 24, 2025, the Company and the Special Committee entered into an engagement letter with Houlihan Lokey for purposes of Houlihan Lokey’s delivery of a fairness opinion to the Special Committee in connection with the Proposed Transaction, on the terms approved by the Special Committee during the Special Committee meeting the day prior.

On July 1, 2025, representatives of the Company and representatives of Advent met via teleconference to discuss a strategic transaction that the Company was considering in the near-term, which included an acquisition by the Company of a European-based insurance software company (the “EU Insurance Target”). Representatives of the Company informed representatives of Advent of the rationale for such transaction, and following such discussion, the Company determined to proceed with such transaction at such time. However, following further due diligence by the Company of the EU Insurance Target, the Company decided not to pursue the transaction, and on July 6, 2025, representatives of Company management informed representatives of the EU Insurance Target and separately representatives of Advent, that the Company would not be pursuing the acquisition.

On July 2, 2025, all members of Company management, certain key employees and additional representatives of the Company, representatives of William Blair, representatives of Houlihan Lokey, and representatives of Advent met via teleconference to discuss the Company’s business model, growth plans, organization, financial information and strategy.

On July 2, 2025, representatives of Latham shared with representatives of K&E an initial draft of the Merger Agreement, reflecting discussions with the Special Committee and Company management, which included, among other things, (i) a rollover of an unspecified amount of Common Shares by the Rollover Shareholder in exchange for new equity of the Purchaser (or an affiliate thereof), (ii) the full acceleration of all Company Equity Awards, (iii) a ‘hell or high water’ efforts standard with respect to the receipt of regulatory approvals, (iv) payment by Advent of 2025 annual bonuses based on the same methodology and practices used to date and (v) a 2% termination fee payable by the Company in connection with a Superior Proposal or Adverse Recommendation Change. The draft Merger Agreement did not include (i) any caps or limitations on monetary damages that the Company can seek in the cases of breach, fraud, intentional or willful breach, in each case, by Advent or (ii) a regulatory termination fee payable by Advent in the event that the requisite regulatory approvals are not obtained.

On July 7, 2025 and on July 17, 2025, at the request of Advent, representatives of Company management met via teleconference with Party G, a financial sponsor, that Advent had introduced to the Company, in connection with Party G’s potential co-investment in the Transaction.

On July 8, 2025, the Special Committee held a meeting, with representatives of Company management, the Company General Counsel, and its transaction consultant in attendance. Mr. Giladi began by providing an update to the Special Committee regarding the Proposed Transaction noting that the draft Merger Agreement had been shared by representatives of Latham with representatives of K&E and that representatives of each of the Company and the Rollover Shareholder were scheduled to meet with representatives of Advent later that week to discuss the Proposed Transaction. Following such discussion, the Company’s transaction consultant reviewed the preliminary five-year projections of the Company prepared by Company management. Representatives of Company management explained that the preliminary five-year projections were not yet final. It was agreed that representatives of Company management would present the final five-year projections to the Special Committee at a later date and not share such projections with Houlihan Lokey in connection with its financial analysis of the Company and its potential delivery of a fairness opinion to the Special Committee in connection with the Proposed Transaction, or with Advent before receiving the Special Committee’s authorization. The Special Committee discussed Advent’s request to extend the exclusivity period from July 9, 2025 until 11:59 p.m. Eastern Time on July 21, 2025, and the Special Committee approved such request for extension of exclusivity.

Later on July 8, 2025, the Company and Advent entered into an amendment to the Exclusivity Agreement, which provided for the extension of the Initial Exclusivity Period until 11:59 p.m. Eastern Time on July 21, 2025 (the “Second Exclusivity Period”).

On July 10, 2025, Mr. Al-Dor and representatives of Advent met in London to discuss the potential integration process and go-forward strategy and business planning of the Company following the consummation of the Proposed Transaction.

Also on July 10, 2025, representatives of Advent and Mr. Bernstein (in his capacity as principle in the Rollover Shareholder) met in London to discuss the structure of the Proposed Transaction, including the Rollover.

On July 14, 2025, representatives of K&E shared with representatives of Latham a revised draft of the Merger Agreement. This draft, among other things, (i) bifurcated between vested and non-vested Company Equity Awards, providing that only vested Company RSUs and Company Options would receive the Per Share Merger Consideration and that unvested Company RSUs and Company Options would remain outstanding following the Closing and would be payable based on the existing vesting schedules underlying such Company RSUs or Company Options, (ii) included a 2.75% termination fee payable by the Company in connection with a Superior Proposal or Adverse Recommendation Change, (iii) included a ‘reasonable best efforts’ efforts standard with respect to the receipt of regulatory approvals and limited such standard to apply only to certain of Advent’s controlled affiliates (instead of all affiliates), (iv) removed Advent’s obligation to pay 2025 annual bonuses and (v) capped Advent’s liability for monetary damages at an unspecified amount, including in the case of breach, fraud, intentional or willful breach.

On July 21, 2025, the Special Committee held a meeting, with representatives of Company management, the Company General Counsel and its transaction consultant in attendance. Mr. Giladi began by providing an update to the Special Committee regarding the Proposed Transaction noting that Advent intended to introduce Party G, a co-investor, who would be responsible for a significant portion of the equity financing contemplated by the Proposed Transaction, though Advent would continue to control the Company following completion of the Proposed Transaction. Mr. Giladi also noted that representatives of Company management had met with Party G on July 7, 2025 and on July 17, 2025, and discussed the Proposed Transaction as well as due diligence matters in respect of each of the Company and Party G. A discussion ensued, and representatives of Company management noted that the Company, Advent, Party G and their respective legal advisors were still determining whether the introduction of the co-investor would have any impact on the regulatory landscape and requisite regulatory approvals to be obtained in connection with the Proposed Transaction. Mr. Giladi also noted that Mr. Al-Dor was scheduled to meet with a representative of Advent later that day to discuss the path and timeline to signing the Merger Agreement and announcing the Proposed Transaction.

On July 21, 2025, Mr. Al-Dor and Mr. Mike Ettling of Advent met in London to discuss the anticipated path and timeline to signing the Merger Agreement and related public announcement of the Proposed Transaction.

On the same day, representatives of Latham shared with representatives of K&E a revised draft of the Merger Agreement. This draft, which was generally consistent with the draft Merger Agreement that representatives of Latham shared with representatives of K&E on July 2, 2025, provided that Advent would fully backstop the Equity Commitment Letter and the Limited Guarantee given the introduction of Party G and reserved on the relevant regulatory efforts standard that would be applicable to Party G.

On July 22, 2025, the Special Committee held a meeting, with representatives of Company management, the Company General Counsel, and its transaction consultant in attendance. Representatives of Company management presented the Company Forecasts to the Special Committee, which were based on management’s growth plan. The Special Committee discussed the Company Forecasts and determined that the it reflected the best available estimates and good faith judgments of the Company as to the future financial performance of the Company, and authorized Company management to provide the Company Forecasts to Houlihan Lokey for use for its financial analysis of the Company and its potential delivery of a fairness opinion to the Special Committee in connection with the Proposed Transaction. Following such discussion, the Special Committee discussed Advent’s request to further extend the exclusivity period until 11:59 p.m. Eastern Time on August 1, 2025. The Special Committee approved such request for extension of exclusivity. Additional information regarding the Company Forecasts are described in more detail in the section entitled “Special Factors—Certain Financial Forecasts” beginning on page 45.

Later on July 22, 2025, the Company and Advent entered into a second amendment to the Exclusivity Agreement, which provided for the extension of the Second Exclusivity Period until 11:59 p.m. Eastern Time on August 1, 2025 (the “Third Exclusivity Period”).

On July 23, 2025, representatives of Houlihan Lokey sent a customary relationship disclosure letter to Latham, which letter was shared with the Special Committee.

On July 24, 2025, representatives of K&E shared with representatives of Latham a revised draft of the Merger Agreement. This draft was generally consistent with the draft Merger Agreement that representatives of K&E shared with representatives of Latham on July 14, 2025, but also reflected that (i) Advent had agreed to a ‘hell or high water’ efforts standard with respect to the receipt of regulatory approvals, but limited the Company’s post-termination recourse to a 7% cap as discussed below, and (ii) Advent would pay 2025 annual bonuses based on actual performance in the ordinary course as determined by Advent in good faith. The draft Merger Agreement did not include an obligation that Advent would fully backstop the Equity Commitment Letter and the Limited Guarantee and instead provided that Advent and Party G would each enter into separate Equity Commitment Letters covering a portion, but not all, of the Per Share Merger Consideration of approximately $1.5 billion (with the remainder to be funded through committed debt financing), and Limited Guarantees, agreeing to pay to the Company a fee equal to 7% of the aggregate merger consideration upon termination of the Merger Agreement by the Company, in the case of breach, fraud, intentional or willful breach.

On July 29, 2025, the Special Committee held a meeting with representatives of Company management, the Company General Counsel, its transaction consultant, Latham, Meitar and Walkers in attendance. Mr. Giladi began by providing an update on the Proposed Transaction, noting that the proposed treatment of the Rollover Shareholder’s Common Shares was still under discussion. Representatives of Latham then reviewed with the Special Committee the draft Merger Agreement shared by representatives of K&E with representatives of Latham on July 24, 2025, and a discussion ensued. Following such discussion, the Special Committee determined that it should meet again the following day to discuss and finalize a response with respect to the open points in the Merger Agreement.

On July 30, 2025, the Special Committee held a meeting, with representatives of Company management, the Company General Counsel, its transaction consultant, Latham, Meitar and Walkers in attendance. Representatives of Latham reviewed the draft Merger Agreement shared by representatives of K&E with representatives of Latham on July 24, 2025. A discussion ensued, and the Special Committee directed representatives of Latham and Meitar to revise and share a draft Merger Agreement reflecting the following positions (i) acceptance of the ‘hell or high water’ efforts standard together with a 7% regulatory termination fee payable by Advent if the requisite regulatory approvals were not received prior to an unspecified outside date, (ii) a 2.5% termination fee payable by the Company in connection with a Superior Proposal or Adverse Recommendation Change, and (iii) acceptance of the 7% cap on damages, except in the case of willful breach by Advent. The Special Committee also determined that the treatment of unvested Company Equity Awards and the 2025 annual bonuses remained subject to further discussion between representatives of Company management and Advent.

On July 31, 2025, representatives of Latham shared with representatives of K&E a revised draft of the Merger Agreement, which was consistent with the guidance and discussion from the meeting of the Special Committee the previous day.

On August 2, 2025, representatives of K&E shared with representatives of Latham a revised draft of the Merger Agreement. This draft was generally consistent with the draft Merger Agreement that representatives of K&E shared with representatives of Latham on July 24, 2025, but also (i) provided that Advent would pay 2025 annual bonuses based on actual performance in the ordinary course as determined by Advent in good faith in consultation with the Company’s chief executive officer, (ii) rejected that Advent would pay the Parent Termination Fee if the requisite regulatory approvals were not obtained and (iii) included a cap on the enforcement expenses incurred by the Company in seeking the Parent Termination Fee of $5 million.

On August 4, 2025, the Special Committee held a meeting, with representatives of Company management, the Company General Counsel, its transaction consultant, Latham, Meitar and Walkers in attendance. Representatives of Latham reviewed the draft Merger Agreement shared by representatives of K&E with representatives of Latham on August 2, 2025. A discussion ensued, and the Special Committee determined to meet the next day to continue to discuss how to approach the open issues in the draft Merger Agreement. The Special Committee then discussed Advent’s request to extend the exclusivity period until 11:59 p.m. Eastern Time on August 12, 2025, noting that Advent had demonstrated continued engagement and commitment to sign the Merger Agreement by August 12, 2025. The Special Committee approved such request for the extension of exclusivity.

On August 4, 2025, the Company and Advent entered into a third amendment to the Exclusivity Agreement, which provided for the extension of the Third Exclusivity Period until 11:59 p.m. Eastern Time on August 12, 2025.

On August 5, 2025, the Special Committee held a meeting with representatives of Company management, the Company General Counsel, its transaction consultant, Latham, Meitar and Walkers in attendance. Representatives of Latham again reviewed the draft Merger Agreement shared by representatives of K&E with representatives of Latham on August 2, 2025, noting that while Advent was not willing to agree to a payment of a regulatory reverse termination fee, Advent would agree to (i) payment of a reverse termination fee in the event of any of the Parent Parties’ breaches of representations or warranties and covenants in the draft Merger Agreement, subject to the previously discussed 7% cap, (ii) fully backstop the Equity Commitment Letter covering all of the Per Share Merger Consideration of approximately $1.5 billion, (iii) enter into a Limited Guarantee, agreeing to pay to the Company a fee equal to the 7% cap. A discussion ensued, and the Special Committee determined that the 7% reverse termination fee for breach of representations or warranties and covenants, together with Advent’s agreement to a ‘hell-or-high-water’ regulatory efforts standard, provided sufficient comfort to the Special Committee in foregoing an additional reverse termination fee for failure to receive requisite regulatory approvals. Following such discussion, representatives of Latham noted that certain items in the draft Merger Agreement continued to remain open and needed to be discussed and resolved between the Company and Advent, including (i) the treatment of unvested Company Equity Awards; (ii) the payment of the annual 2025 performance bonuses, and (iii) the creation of a transaction bonus pool payable to certain eligible employees, consultants and subcontractors of the Company. The Special Committee directed that Messrs. Ben-Chlouche and Giladi meet with Mr. Hallstrom, a representative of Advent, to discuss such topics.

On August 6, 2025, Messrs. Ben-Chlouche, Giladi and Hallstrom met via teleconference to discuss (i) the treatment of unvested Company Equity Awards, (ii) the payment of the annual 2025 performance bonuses; and (iii) the creation of a transaction bonus pool payable to certain eligible employees, consultants and subcontractors of the Company.

On August 6, 2025, representatives of Latham shared with representatives of K&E a revised draft of the Merger Agreement, which was consistent with the guidance and discussion from the meeting of the Special Committee the previous day.

Also on August 6, 2025, representatives of Formula and its advisors, William Blair, and Advent and its advisors met via teleconference to discuss various open transaction-related matters, including the tax structuring matters.

On August 7, 2025, the Special Committee held a meeting with representatives of Company management, the Company General Counsel, its transaction consultant, Latham, Meitar and Walkers in attendance. Representatives of Latham provided an update to the Special Committee on the meeting between Messrs. Ben-Chlouche, Giladi and Hallstrom from the day prior, which included resolution of the following items: (i) acceleration of 67% of the unvested Company Equity Awards, with the remaining 33% to vest in accordance with the original vesting schedules and subject to such employee’s continued employment; (ii) payment by Advent of the 2025 annual performance bonuses, while also permitting Company management to increase such bonuses subject to an aggregate cap of $400,000; (iii) the establishment of a transaction bonus pool of $3 million, subject to certain restrictions; and (iv) a cap on the enforcement expenses incurred by the Company in seeking the Parent Termination Fee of $8 million.

On August 8, 2025, representatives of K&E shared with representatives of Latham a revised draft of the Merger Agreement, which reflected the discussion between Messrs. Ben-Chlouche, Giladi and Hallstrom from August 6, 2025, and the feedback from the Special Committee at the meeting on the day prior.

On August 8, 2025, representatives of Gornitzky & Co., the Rollover Shareholder’s counsel, shared with representatives of Latham a structuring memorandum with respect to the Rollover, which contemplated that prior to the Effective Time, the Rollover Shareholder will receive shares in Topco as consideration for the Rollover Shares, and in exchange, Topco will issue to the Rollover Shareholder shares of Topco, with the Rollover Shareholder retaining an approximately 18.635% indirect ownership stake in the Surviving Company.

On August 8, 2025, representatives of the Company, representatives of William Blair and representatives of Advent met via teleconference to discuss various open transaction-related matters.

On August 8, 2025, the Special Committee held a meeting with representatives of each of Company management, the Company General Counsel, its transaction consultant, Latham, Meitar, Houlihan Lokey and Walkers in attendance. Representatives of Houlihan Lokey began by reviewing with the Special Committee Houlihan Lokey’s preliminary financial analysis of the Company. Houlihan Lokey noted that such analyses remained subject to further update based on finalization of the Merger Agreement. The materials that were reviewed by representatives of Houlihan Lokey at this meeting are filed as Exhibit (c)-(4), to the Schedule 13E-3, of which this proxy statement forms a part. Representatives of Houlihan Lokey then exited the meeting. Representatives of Latham then provided an update on recent discussions between Advent and the Rollover Shareholder, noting that representatives of Advent and representatives of the Rollover Shareholder had agreed that the Rollover Shareholder would roll a portion of its Common Shares in exchange for equity interests of Advent and that representatives of K&E were working on a revised draft of the Merger Agreement to reflect such changes. A discussion ensued, and representatives of Latham noted for the Special Committee that representatives of Latham, Meitar and Walkers would keep the Special Committee apprised of further developments and how the Rollover would change any agreed upon terms in the Merger Agreement, if any.

On August 10, 2025, the Special Committee held a meeting with representatives of Company management, the Company General Counsel, its transaction consultant, Latham, Meitar and Walkers in attendance. Mr. Giladi provided an update to the Special Committee on his discussions with Meitar and Ernst & Young Israel regarding the potential tax implications to the Company’s Israeli employees in connection with the acceleration of the unvested Company Equity Awards contemplated by the Proposed Transaction. A discussion ensued, and following such discussion the Special Committee determined that only 58% of such unvested Company Equity Awards be accelerated (rather than the previously contemplated 67%) with the remaining 42% staying unvested to be cash settled following the Closing, subject to the original vesting schedules and continued employment with the Surviving Company, and directed that Mr. Giladi discuss this change with Mr. Hallstrom and that representatives of K&E reflect such change in the next draft of the Merger Agreement.

Between August 10, 2025 and August 12, 2025, representatives of Latham and representatives of K&E exchanged drafts of the Merger Agreement reflecting minor refinements. On August 12, 2025, representatives of K&E provided to representatives of Latham a final draft of the Merger Agreement. On August 11, 2025, representatives of K&E informed representatives of Latham that Advent would fully backstop the Equity Commitment Letter and the Limited Guarantee, and Party G would not be a party to the Merger Agreement or any other Transaction Documents.

On August 12, 2025, the Special Committee held a meeting with representatives of each of Company management, the Company General Counsel, its transaction consultant, Latham, Meitar, Houlihan Lokey, Walkers and William Blair in attendance. Mr. Al-Dor and Mrs. Salomon, as directors of the Board, were also present by invitation of the Special Committee but did not vote on any matters or participate in the meeting in connection with the matters related to their respective interest. Representatives of Latham and Walkers again advised the Special Committee on their fiduciary duties applicable to the directors of the Company and of appraisal and dissention rights and appraisal proceedings under the Cayman Companies Act. A representative of William Blair then provided an overview of the sources and uses of funds contemplated in the Proposed Transaction. A representative of Latham reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger, the Limited Guarantee, the Support Agreement, the Rollover Agreement, the Equity Commitment Letter and the Debt Commitment Letter and the Transactions. At the request of the Special Committee, Houlihan Lokey then reviewed and discussed its financial analysis. The materials that were reviewed by representatives of Houlihan Lokey at this meeting are filed as Exhibit (c)-(5), to the Schedule 13E-3, of which this proxy statement forms a part. A discussion ensued. Following such discussion, at the request of the Special Committee, Houlihan Lokey verbally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated August 12, 2025) that the Per Share Merger Consideration to be received by the Unaffiliated Shareholders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The Special Committee, after consultation with its financial advisors and legal counsels and due consideration of all relevant factors, including the oral delivery by Houlihan Lokey of its opinion, unanimously (i) determined that the Per Share Merger Consideration is at least the fair value for each Common Share and the Transaction Documents and Transactions, including the Merger, are in the best interests of the Company and its shareholders and (ii) approved and recommended that the Board authorize and approve entry into the Transaction Documents and the Transactions, including the Merger.

Shortly following the Special Committee meeting, the Board held a special meeting with representatives of Company management, the Company General Counsel, its transaction consultant, Latham, Meitar, Walkers and William Blair in attendance. Given Mr. Bernstein’s interest in the matters that were the subject of such meeting, Mr. Bernstein did not attend or participate in such meeting and was not included for purposes of establishing a quorum. After the meeting was called into order, each of Mr. Al-Dor and Mrs. Salomon disclosed to the Board their interests in the matters that were the subject of such meeting and the Board, including all independent directors, determined, with the advice of Walkers, that pursuant to the memorandum and articles of association of the Company, Mr. Al-Dor and Mrs. Salomon may participate in, vote on and be counted in the quorum in such Board meeting. Representatives of Latham provided a summary of the proposed Merger Agreement with the Parent Parties, including provisions restricting the Company and its representatives from soliciting competing offers, provisions requiring the parties to take certain actions with respect to obtaining regulatory approvals for the Proposed Transactions, including the Merger, and provisions restricting the Company’s conduct of business between the execution of the Merger Agreement and the closing of the transaction. Following such discussion, the Board, acting upon the unanimous recommendation of the Special Committee, unanimously (i) determined that the Merger and entry into the Transaction Documents are in the Company’s long-term commercial benefit and commercial interests, (ii) determined that the Per Share Merger Consideration is at least the fair value for each Common Share, (iii) authorized and approved the Transaction Documents and the Transactions and (iv) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger and the consummation of the Transactions to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger and the consummation of the Transactions be submitted to the shareholders of the Company for authorization and approval.

Between the adjournment of the Board meeting on August 12, 2025 and the morning of August 13, 2025, consistent with the instruction of, and the terms approved by, the Board, representatives of the Company and its advisors finalized the Merger Agreement, the Plan of Merger, the Equity Commitment Letter, the Limited Guarantee, the Rollover Agreement and the Support Agreement with Advent and its advisors.

Later in the evening on August 12, 2025, the Company and the Parent Parties executed and delivered the Merger Agreement. Thereafter, on August 13, 2025, before the opening of the trading markets in Israel and the United States, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement.

Reasons for the Merger and Recommendation of the Special Committee and the Board

At a meeting on August 12, 2025, the Special Committee, comprised solely of independent and disinterested directors including Mr. Eyal Ben-Chlouche, Mr. Uzi Netanel and Mr. Yacov Elinav, in consultation with, Meitar, Walkers, William Blair and Houlihan Lokey, and after considering and weighing various factors including the fairness opinion provided by Houlihan Lokey, and evaluating the proposed terms and conditions of the Merger Agreement, the Transaction Documents, the Merger and the Transactions, unanimously determined, among other resolutions, that (i) the Per Share Merger Consideration constitutes at least (and may exceed) the fair value for each Common Share (other than the Excluded Shares) and (ii) the Merger Agreement, the Plan of Merger, the Transaction Documents and the Transactions, including the Merger, are in the best interests of the Company and the unaffiliated security holders, and unanimously recommended that the Board (a) approve and declare advisable, for the Company’s long-term commercial benefit and in the best interests of the Company, the entry into, and performance by the Company of its obligations under, the Merger Agreement, the Transaction Documents and the Transactions, including the Merger, (b) authorize and approve the entry into (as applicable) the Merger Agreement, the Plan of Merger, the Transaction Documents and the Transactions, including the Merger, and (c) subject to the terms and conditions of the Merger Agreement, recommend to the Company’s shareholders that they vote in favor of the authorization and approval of the Merger Agreement, the Plan of Merger, the Transaction Documents and the Transactions, including the Merger, at the Company Shareholders Meeting.

At a meeting of the Board later on the same day, acting upon the unanimous recommendation of the Special Committee, and after Mr. Roni Al-Dor and Ms. Naamit Salomon duly disclosed their respective interests in the Transactions and declined from participating in such meeting and were not included for purposes of establishing a quorum for such meeting, as required by the memorandum and articles of association of the Company, as amended to date, and the Cayman Islands Companies Act, the Board, among other resolutions, unanimously (including by the affirmative vote of a majority of the disinterested directors) (i) determined that the Merger and the entry into and performance by the Company of its obligations under the Merger Agreement and the Transaction Documents would be in the Company’s long-term commercial benefit and commercial interests, (ii) determined and declared that the Per Share Merger Consideration constitutes at least (and may exceed) the fair value for each Common Share (other than the Excluded Shares), (iii) authorized and approved the transactions contemplated by the Merger Agreement, the Plan of Merger, the Transaction Documents and the Transactions, including the Merger, and ratified any and all actions theretofore taken, or thereafter to be taken, by the members of the Special Committee, or, at the direction of the Special Committee, in connection with the consummation of the Transactions and (iv) recommended to the holders of Common Shares that they vote in favor of the authorization and approval of the Merger Agreement, the Plan of Merger, the Transaction Documents and the Transactions, including the Merger, at the Company Shareholders Meeting, and resolved to submit the Merger Agreement, the Plan of Merger, the Transaction Documents and the Transactions for approval by the holders of Common Shares at the Company Shareholders Meeting, in each case subject to the terms and conditions of the Merger Agreement.

After carefully considering all relevant factors, the Board, acting on the unanimous recommendation of the Special Committee, recommends that you vote or give instruction to vote (1) “FOR” the Merger Proposal, (2) “FOR” the Authorization Proposal, (3) “FOR” the Director Proposal, and (4) “FOR” the Adjournment Proposal, if presented.

In reaching its determination, the Special Committee carefully reviewed, considered and relied upon a number of factors and potential benefits of the Merger, including those discussed below, each of which the Special Committee believes supported its decision to approve the Merger Agreement and its determination that the Transactions, including the Merger, are fair to the unaffiliated security holders. These factors and potential benefits are not listed in any relative order of importance.

Premium Over Market Price of the Common Shares. The Per Share Merger Consideration of $43.50 represents (i) a premium of approximately 64% to the closing trading price of the Common Shares on August 8, 2025, the last trading day prior to the CTech article of the Company’s advanced negotiations regarding a potential change of control transaction, (ii) a premium of approximately 51% to the average closing price of the Common Shares during the last 30-day and 60-day volume-weighted average price as of August 8, 2025 and (iii) a premium of approximately 54% to the closing trading price of the Common Shares on May 14, 2025 as set forth in the Proposal.

Attractive Value. The Per Share Merger Consideration represents an attractive value for the unaffiliated security holders, taking into account the Special Committee’s familiarity with the Company’s business, operations, operating results, financial condition, prospects and business strategy, assets and the Special Committee’s belief, based on the course and history of the negotiations between Parent and the Special Committee, that the Per Share Merger Consideration represented the highest consideration that Parent was willing to pay for the Company.

All-Cash Merger Consideration. The Per Share Merger Consideration will be all cash, which will provide immediate liquidity to the unaffiliated security holders and allow them to avoid post-Merger risks and uncertainties relating to the prospects of the Company. In that regard, the Special Committee noted that the amount of cash to be received for each Common Share is fixed and will not be reduced if the value or trading price of the Common Shares declines prior to the Effective Time.

Historical Market Price and Volatility. Consideration of the historical volatility of the price and liquidity of the Common Shares and the underlying financial results of the Company, including the fact that at the time of entering into the Merger Agreement, the Common Shares traded at a discount to their previous trading levels; as well as the Special Committee’s assessment that there is no immediately foreseeable catalyst for reversing these trends apart from the execution of management’s strategic plan with its inherent risks, rendering the all-cash consideration offered by Parent attractive for the unaffiliated security holders.

Opinion of Financial Advisor. The financial analysis reviewed by Houlihan Lokey with the Special Committee as well as the oral opinion of Houlihan Lokey rendered to the Special Committee on August 12, 2025 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated August 12, 2025), as to whether the Per Share Merger Consideration to be received by the Unaffiliated Shareholders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (see “Special Factors—Opinion of Houlihan Lokey Capital, Inc.” beginning on page 48 for additional information).

Parent. The anticipated benefits to the Company from Parent’s and its affiliates’ significant resources, operational and insurance technology sector expertise, as well as the capacity for investment provided by Parent to support the Company’s ongoing development.

Solicitation Process Prior to Merger Agreement. The fact that the Company launched various processes for soliciting and responding to proposals from potential bidders in an effort to obtain the best value reasonably available to the unaffiliated security holders. In September 2023, representatives of Company management, in consultation with Mr. Bernstein, directed William Blair to commence a formal sale process. Following such instruction, representatives of William Blair contacted 21 financial sponsors (including Advent) and seven strategic parties to solicit interest in a potential transaction with the Company, which such process was subsequently delayed due to the geopolitical uncertainties in Israel. In February 2024, following the Board’s authorization, William Blair re-launched such sale process and contacted 15 financial sponsors (including Advent) and two strategic parties and provided them with an opportunity to conduct due diligence. In January 2025, two financial sponsors (including Advent) expressed interest in exploring a potential transaction with the Company. The Company shared preliminary due diligence materials and held management meetings with each of Advent and Party D. The Special Committee considered the fact that, in April 2025, Party D withdrew from the process by informing William Blair that Party D would not submit a proposal to acquire the Company at a valuation likely to be suitable to the Company. The Special Committee also considered the fact that the Per Share Merger Consideration of $43.50 proposed by Parent is the only offer for a going-private or other similar transaction with respect to all or substantially all assets or securities of the Company within the past two years of which the Company, the Special Committee and the Board is aware (see “Special Factors — Background of the Merger” beginning on page 22 for additional information on such sale process).

Ability to Respond to Unsolicited Acquisition Proposals, Change Recommendation and Terminate the Merger Agreement. The fact that the Company had not consummated an acquisition transaction despite having received several indications of interest from other potential acquirors in connection with the 2023 Process and the 2024 Process (see “Special Factors—Background of the Merger” beginning on page 22 for additional information on the 2023 Process and the 2024 Process), the Merger Agreement includes “fiduciary out” provisions, which, subject to the terms and conditions thereof, permit the Company to, in response to its receipt of an unsolicited bona fide Acquisition Proposal, provide information to and participate in negotiations or discussions with third parties with respect to such Acquisition Proposal if the Board (acting at the recommendation of the Special Committee) or the Special Committee determines in their respective good faith judgements, after consultation with its outside financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal and that failure to take such action would reasonably be likely to be inconsistent with the fiduciary duties of the members of the Board to the Company’s shareholders under applicable law. At any time prior to the Company Shareholders Meeting, in response to its receipt of an unsolicited bona fide Acquisition Proposal, (i) the Board (acting at the recommendation of the Special Committee) or the Special Committee may change its recommendation that the holders of Common Shares approve the Merger Agreement and/or (ii) the Company may terminate the Merger Agreement to enter into a definitive written agreement providing for such Acquisition Proposal, if the Board (acting at the recommendation of the Special Committee) or the Special Committee determines in their respective good faith judgements, after consultation with its outside financial advisors and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal and the failure to change its recommendation and/or to terminate the Merger Agreement would reasonably be likely to be inconsistent with its fiduciary duties to the Company’s shareholders under applicable law. However, prior to taking these actions, the Company must provide Parent with at least three (3) business days’ prior written notice of taking such action (the “Notice Period”) and during this Notice Period, the Company is obligated to negotiate with Parent in good faith (if any to the extent Parent desires to negotiate) and consider any proposals made by Parent in writing, in order to amend the terms of the proposed transaction such that the Acquisition Proposal no longer constitutes a Superior Proposal. The Special Committee further considered the fact that the approximately $61,581,495 termination fee payable by the Company under certain circumstances (i) is reasonable in light of the overall terms of the Merger Agreement and the benefits of the Merger and (ii) would not preclude another party from making a competing proposal.

Terms of the Merger Agreement. The terms and conditions of the Merger Agreement, which were the product of arm’s-length negotiations between the parties, including the structure of the transaction, the all-cash form of the Per Share Merger Consideration, the limited scope of the conditions to Closing, the Company’s right to specific performance to cause Parent to consummate the Merger, and other remedies available under the Merger Agreement, subject to certain conditions, and the customary nature of the representations, warranties and the covenants and agreements of the parties. The Special Committee further considered the course and nature of negotiations with Parent, which were conducted at arm’s length and during which the Special Committee was advised by highly qualified outside legal and financial advisors. These negotiations ultimately resulted in terms that (i) provide for a significant and attractive premium over the current trading price of the Common Shares, (ii) provide robust provisions designed to ensure, absent certain circumstances that would cause a closing condition not to be satisfied or allow termination of the Merger Agreement, that the Transactions are completed and (iii) provide for a termination fee of approximately $172,428,187 payable to the Company under certain circumstances, including the breach by any Parent Party of its representations, warranties or covenants set forth in the Merger Agreement (subject to an opportunity to cure) and if all closing conditions have been satisfied or validly waived and the Company is ready, willing and able to consummate the Closing but the Parent Parties fail to consummate the Closing (see “the Merger Agreement—Parent Termination Fee” beginning on page 102 for additional information). The Special Committee also considered the willingness of certain shareholders of the Company to support and to vote in favor of the Merger.

Loss of Opportunity. The possibility that, if the Special Committee declined to recommend that the Board approve the Merger Agreement, there may not be another opportunity for the unaffiliated security holders to receive a comparably priced offer with a comparable level of closing certainty. The Special Committee also considered the fact that Parent had been the most engaged potential bidder throughout the Company’s sale process and was the only bidder that submitted an offer for a going-private transaction with respect to the Company.

Financial Condition, Results of Operations and Prospects of the Company; Risks of Execution. The current, historical and projected financial condition, results of operations and business of the Company, as well as the Company’s prospects and risks if it were to remain a standalone public company. The Special Committee considered the Company’s current business plan, including Company management’s then-current estimated projections of the Company’s financial prospects (as discussed further in the section of this proxy statement captioned “Special Factors —Certain Financial Forecasts” beginning on page 45). The Special Committee also considered the Company’s current business plan and the potential opportunities and risks to achieving the business plan, including, among other things, the assumptions underlying the Company management’s then-current projections. The Special Committee also considered Parent’s business reputation and financial resources, and that the Merger will likely reinforce the success of the Company’s strategy, commitment to delivering exceptional value to its customers, and the strength of the Company’s global team.

Shareholder Approval Requirement. The Transactions, including the Merger, must be authorized and approved by a special resolution of the Company passed at the Company Shareholders Meeting.

Regulatory Approvals. The relative likelihood of significant antitrust or other regulatory impediments to closing and the provisions of the Merger Agreement related to regulatory approvals, including the obligation of each of the Parent Parties and the Company to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under the Merger Agreement and applicable laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the End Date) and to consummate and make effective the Transactions, including the Merger, as soon as practicable after the date of the Merger Agreement. These reasonable best efforts include, among other things, supplying any information that may be required or reasonably requested by the applicable governmental entities and the Parent Parties agreeing to take promptly any and all steps necessary or reasonably advisable as may be required by any governmental entity to obtain all Antitrust and/or FDI Approvals under applicable law to enable the consummation of the Transactions, including the Merger, as expeditiously as practicable, including committing to and effecting, by consent decree, hold separate order, trust or otherwise, (i) selling, divesting, licensing or otherwise disposing of, or holding separate and agreeing to sell, divest, license or otherwise dispose of, any assets of the Company or its Subsidiaries or the Parent Parties or their respective controlled affiliates, (ii) terminating, amending or assigning existing relationships and contractual rights and obligations of the Company and/or its Subsidiaries or of the Parent Parties or their respective controlled affiliates, (iii) requiring the Company or any of its Subsidiaries or the Parent Parties or their respective controlled affiliates to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any third party and (iv) imposing limitations on the Company or its Subsidiaries or of the Parent Parties or their respective controlled affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets; provided that: (x) the Parent Parties and their respective affiliates are not obligated to take the foregoing actions contemplated by this sentence with respect to the Parent Parties’ affiliates (other than each of the Parent Parties, the Company and its Subsidiaries after the Closing), or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements, and any intellectual property rights thereto or embodied therein or any venture or other arrangement and (y) any such action is conditioned upon the consummation of the Transactions.

Dissenters’ Rights. Shareholders who follow the statutory procedures for exercising dissenters’ rights set forth in Section 238 of the Cayman Islands Companies Act will be entitled to seek an appraisal of the fair value of the Common Shares of the dissenting shareholders by a Cayman Islands court.

Financing Commitments. The fact that (i) the Parent Parties have delivered the Equity Commitment Letter, the Limited Guarantee, and the Debt Commitment Letter committing sufficient equity and debt financing to complete the Merger, (ii) the Parent Parties’ representations and covenants contained in the Merger Agreement relating to the delivery by the Parent Parties of a debt commitment letter by financial institutions of international reputation and an equity commitment letter from certain investment funds advised by Advent (and the terms and conditions thereof) and that the Merger is not subject to a financing condition, and (iii) under specified circumstances, the Merger Agreement permits the Company to seek specific performance against the Parent Parties with respect to the financing commitments, including under the Company’s third-party beneficiary rights pursuant to the Equity Commitment Letter.

Support Agreement. The fact that the Rolling Shareholder has entered into the Rollover Agreement with an affiliate of Parent to retain a minority stake in the Company after completion of the Transactions, including the Merger.

Rolling Shareholder’s Participation. The Rolling Shareholder has decided to sell a majority of its Common Shares in connection with the Merger to benefit from the certainty of value and liquidity event that is the Merger, which the Special Committee believes suggests that the Rolling Shareholder considers the Per Share Merger Consideration to also be attractive from a shareholder’s perspective.

Likelihood of Closing. The likelihood and anticipated timing of completing the Transactions, including that the Merger would be completed, in light of, among other things, the limited scope of conditions to Closing, the absence of a financing condition, the covenants by the parties to use their respective reasonable best efforts to obtain all necessary governmental approvals and the likelihood of obtaining required regulatory approvals for a transaction with Advent prior to the Termination Date (as defined in “The Merger Agreement—Termination of the Merger Agreement” beginning on page 101).

Specific Performance. The Company’s ability, as set out in the Merger Agreement and the Transaction Documents (as applicable), to seek specific performance to prevent breaches of such agreements and to enforce specifically the terms of such agreements.

The foregoing discussion of the information and factors considered and given weight by the Special Committee in connection with their evaluation of the fairness of the Transactions, including the Merger, to the unaffiliated security holders is not intended to be exhaustive, but includes all material factors considered. The Special Committee found it impracticable to assign, and did not assign, relative weights to the foregoing factors considered by the Special Committee in reaching its conclusion as to the fairness of the Merger to the unaffiliated security holders. Rather, the Special Committee and Board made the fairness determinations after considering all of the foregoing factors as a whole.

In the course of evaluating the Merger Agreement and the Transactions, including the Merger, and making the decisions, determinations and recommendations described above (as applicable), the Special Committee did not specifically review, consider or rely upon the following factors when making its decision to approve the Merger Agreement and its determination that the Transactions, including the Merger, are fair to the unaffiliated security holders, for the reasons as discussed below.

Net Book Value. The Special Committee did not specifically consider the Company’s net book value, which is an accounting concept, as a relevant factor because they believed (i) that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and (ii) the net book value does not take into account the prospects of the Company, customer value and stickiness, market conditions, trends in the industry in which the Company operates or the business risks inherent in the industry.

Liquidation Value. The Special Committee did not specifically consider the liquidation value of the Company to be a relevant factor because (i) they considered the Company to be a viable going concern; (ii) they believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and (iii) they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of the Company.

Going Concern Value and Purchase Prices Previously Paid. The Special Committee did not specifically seek to establish a going concern valuation of the Company. In addition, the Company has not purchased any Common Shares during the two years prior to the date of this proxy statement and therefore the Special Committee did not specifically consider the purchase prices paid by the Company in its previous purchases of the Common Shares in the section of this proxy statement entitled “Transactions in the Common Shares” to be relevant. Rather, the Special Committee believed that the financial analyses presented by Houlihan Lokey, as more fully summarized in the section of this proxy statement entitled “Special Factors—Opinion of Houlihan Lokey Capital, Inc.” beginning on page 48, represented potential valuations of the Company as it continues to operate its business as a going concern. The Special Committee considered each of the analyses performed by Houlihan Lokey in the full context of the fairness opinion provided by Houlihan Lokey as well as various additional factors, as discussed below.

In addition to the foregoing factors and analyses that supported the conclusion of the Special Committee and Board that the Merger is fair to the unaffiliated security holders, the Special Committee and Board also weighed the following negative factors:

After weighing these negative factors and giving them due consideration, the Special Committee concluded that none of these factors, alone or in the aggregate, is significant enough to outweigh the factors and analyses that it considered to support its beliefs that (i) the Transactions, including the Merger, and the entry into and performance by the Company of its obligations under the Merger Agreement, the Plan of Merger and the Transaction Documents would be in the Company’s long-term commercial benefit and commercial interests and (ii) the Per Share Merger Consideration constitutes at least (and may exceed) the fair value for each Common Share (other than the Excluded Shares).

In addition, the Special Committee believes that sufficient procedural safeguards are present to ensure that the Transactions, including the Merger, are procedurally fair to the unaffiliated security holders and to permit the Special Committee to represent effectively the interests of such unaffiliated security holders. Such procedural safeguards include the following, which are not listed in any relative order of importance:

In the course of determining whether such procedural safeguards were sufficient to ensure that the Transactions, including the Merger, are procedurally fair to the unaffiliated security holders, the Special Committee considered the negative factor that the consummation of the Transactions, including the Merger, is not subject to any additional vote by a majority of the unaffiliated security holders and determined that such negative factor is outweighed by, in addition to the various factors listed above tending to support the Board’s approval of the Merger, the fact that the Cayman Islands Companies Act does not expressly require the separate or additional approval of a merger by a majority of the unaffiliated security holders.

In reaching its determination that the Merger Agreement, the Plan of Merger, the Transaction Documents and the Transactions, including the Merger, are fair (both substantially and procedurally) to and in the best interests of the Company and its unaffiliated security holders and its decision to authorize and approve the Merger Agreement and recommend the authorization and approval of the Merger Agreement, the Plan of Merger, the Transaction Documents and the Transactions, including the Merger, by the Company’s shareholders, the Board, on behalf of the Company, considered the analyses and recommendation of the Special Committee and adopted such recommendations and analyses.

Certain directors and executive officers of the Company have interests in the Merger that are different from, and/or in addition to, those of the unaffiliated security holders by virtue of their continuing interests in the Surviving Company after the consummation of the Merger. These interests are described under the caption “Summary Term Sheet—Interests of the Company’s Executive Officers and Directors in the Merger” beginning on page 10.

Position of the Participants as to the Fairness of the Merger

Position of the Parent Filing Parties as to the Fairness of the Merger

Under SEC rules governing “going private” transactions, the Parent Filing Parties are required to provide certain information regarding their position as to the substantive and procedural fairness of the Merger to the unaffiliated security holders. The Parent Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Parent Filing Parties as to the fairness of the Merger are not intended to be and should not be construed as a recommendation as to how any shareholder of the Company should vote on the Merger Proposal.

The Parent Filing Parties have interests in the Merger that are different from, and/or in addition to, those of the shareholders of the Company by virtue of their interests in the Company after the completion of the Merger. The Parent attempted to negotiate the terms of a transaction that would be most favorable to it and, accordingly, did not negotiate the Merger Agreement with the goal of obtaining terms that were fair to the unaffiliated security holders. The Parent Filing Parties did not undertake a formal evaluation of the fairness of the Merger to the unaffiliated security holders, nor did they request that the financial advisor engaged by the Parent perform any valuation analysis for the purposes of assessing the fairness of the Merger to the unaffiliated security holders.

The Parent Filing Parties did not participate in the Special Committee’s deliberations regarding the fairness of the Merger nor did the Parent Filing Parties have access to financial information prepared by the Special Committee’s independent financial advisor and valuator. The Parent Filing Parties believe, however, that the Merger, including the Per Share Merger Consideration, is substantively and procedurally fair to the unaffiliated security holders. The Parent Filing Parties base their belief as to the reasonableness and fairness of the Merger on their knowledge and analysis of available information regarding the Company, discussions with the Company’s senior management regarding the Company and its business and the factors considered by, and findings, analysis and resulting conclusions of, the Special Committee discussed under “Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 34 (which analyses and resulting conclusions the Parent Filing Parties adopt), and the following factors, which are not listed in any relative order of importance:

In the course of reaching its determination as to the fairness of the Merger to the unaffiliated security holders, the Parent Filing Parties also considered a variety of risks and other countervailing factors related to the Merger Agreement and the Merger, including the following, which are not listed in any relative order of importance:

The Parent Filing Parties considered whether the Per Share Merger Consideration is reasonable and fair with reference to current and historical market prices. However, in light of the evolution of the business, the market environment in which the Company operates and market volatility, the Parent Filing Parties limited their consideration of historical market prices to the twelve-month period before the announcement of the Merger, which ranged from $23.69 to $39.99 per Common Share or a premium range of approximately 46% to 8%, and considered historical market prices prior to this period not to be material or relevant to their determination of whether the Per Share Merger Consideration is reasonable and fair.

The Parent Filing Parties did not consider the net book value of the Company’s business as reflected in the Company’s financial statements to be material or relevant to their determination whether the Per Share Merger Consideration is reasonable and fair to the unaffiliated security holders. Specifically, the Parent Filing Parties believe that such net book value is an accounting concept based on specific accounting methodologies that is historical in nature and therefore not forward-looking. Notwithstanding this belief, the Parent Filing Parties nevertheless note that the consideration per Common Share of $43.50 exceeds the net book value per Common Share of $8.58 as reflected in the Company’s financial statements for the year ended December 31, 2024.

Likewise, the Parent Filing Parties did not consider liquidation value in determining the reasonableness and fairness of the Merger to the unaffiliated security holders because the Parent Filing Parties expect to continue to operate the Company’s business as a going concern.

The foregoing discussion of the information and factors considered and given weight by the Parent Filing Parties is not intended to be exhaustive but is believed by the Parent Filing Parties to include all material factors considered by them in connection with the reasonableness and fairness of the Merger to the unaffiliated security holders. The Parent Filing Parties did not find it practicable to assign, nor did they assign, relative weights to the individual factors considered in reaching their conclusion as to reasonableness and fairness. The Parent Filing Parties believe that the foregoing factors provide a reasonable basis for their belief that the terms of the Merger are fair to the unaffiliated security holders.

Position of the Rollover Shareholder as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, the Rollover Shareholder may be deemed to be an affiliate of the Company and is therefore required to express its belief as to the fairness of the Merger to the unaffiliated security holders. Absent the Merger and the Transactions, the Rollover Shareholder does not believe that it is a member of a controlled group or under common control with the Parent Filing Parties. The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC. The Rollover Shareholder is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Rollover Shareholder as to the fairness of the Merger are not intended to be and should not be construed as a recommendation as to how any shareholder of the Company should vote on the Merger Proposal.

The Rollover Shareholder has interests in the Merger that are different from, and/or in addition to, those of the other shareholders of the Company by virtue of, among other things, the Rollover Shareholder’s commitment to, prior to the Effective Time, contribute, assign and transfer to Topco the Rollover Shares in exchange for in exchange for Topco issuing shares of Topco to the Rollover Shareholder in accordance with the terms of the Rollover Agreement.

Although Guy Bernstein, the Chief Executive Officer of the Rollover Shareholder, serves as the chairman of the Board, Mr. Bernstein was not a member of the Special Committee. As described in the section of this proxy statement entitled “Special Factors — Background of the Merger,” Mr. Bernstein in his capacity as a member of the Board, met with representatives of potential interested parties, participated in meetings of the Board and strategic discussions in connection with a potential sale process (including the 2023 Process and the 2024 Process). Mr. Bernstein was recused from the special meeting of the Board on August 12, 2025, at which the Board, acting upon the unanimous recommendation of the Special Committee, (a) determined that the Merger and entry into the Transaction Documents are in the Company’s long term commercial benefit and commercial interests, (b) determined that the Per Share Merger Consideration is at least the fair value for each Common Share, (c) authorized and approved the Transaction Documents and the Transactions, and (d) resolved to recommend the approval and authorization of the Merger Agreement, the Plan of Merger and the consummation of the Transactions to the shareholders of the Company and directed that the Merger Agreement, the Plan of Merger and the consummation of the Transactions be submitted to the shareholders of the Company for authorization and approval. The Rollover Shareholder did not receive advice from the financial and outside legal advisors of the Company as to the fairness of the Merger. The Rollover Shareholder has not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the unaffiliated security holders. The Rollover Shareholder does not believe that its interests in the Merger influenced the decision or recommendation of the Board with respect to the Merger Agreement and the Merger.

Based on the knowledge and analyses of the Rollover Shareholder of available information regarding the Company, and the factors considered by, and the analysis and resulting conclusions of, the Board and Special Committee as further detailed in the section of this proxy statement entitled “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board” (which analyses and resulting conclusions the Rollover Shareholder adopts), the Rollover Shareholder believes that the Merger is substantively and procedurally fair to the unaffiliated security holders based upon substantially the same factors considered by the Board and the Special Committee described under the section of this proxy statement entitled “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board.” In addition to the factors described under the foregoing section, the Rollover Shareholder also believes that the Merger is substantively and procedurally fair to the unaffiliated security holders based upon, among other things, the following factors, which are not listed in any relative order of importance:

The foregoing discussion of the information and factors considered and given weight by Rollover Shareholder is not intended to be exhaustive but is believed by the Rollover Shareholder to include all material factors considered by it in connection with the reasonableness and fairness of the Merger to the unaffiliated security holders. The Rollover Shareholder did not find it practicable to assign, nor did they assign, relative weights to the individual factors considered in reaching its conclusion as to reasonableness and fairness. The Rollover Shareholder believes that the foregoing factors provide a reasonable basis for its belief that the terms of the Merger are fair to the unaffiliated security holders.

The Rollover Shareholder believe these factors, including the ones described under the section of this proxy statement entitled “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board,” provide a reasonable basis upon which to form its position regarding the fairness of the Merger to the unaffiliated security holders. This position should not, however, be construed as a recommendation to any Company shareholder to approve the Merger Proposal. The Rollover Shareholder makes no recommendation as to how Company shareholders should vote their Common Shares relating to the Merger. Based on the Rollover Shareholder’s knowledge and analysis of available information regarding the Company and the Board, as well as discussions with members of Company management regarding the Company, the Company’s business, operations, operating results, financial condition and the other factors considered by the Board and discussed in the section of this proxy statement entitled “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board,” the Rollover Shareholder believes that the Merger is fair to the unaffiliated security holders.

Certain Financial Forecasts

While the Company has from time to time provided limited financial guidance for each fiscal year to investors, the Company does not, as a matter of course, make public projections as to long term future revenues, earnings, performance, financial condition or other results due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. In the ordinary course of business, the Board, together with members of Company management, regularly reviews, considers and assesses the Company’s performance, future growth prospects, evolving industry landscape, customer opportunities, product portfolio and overall strategic direction in light of the current and anticipated business and economic environment and in consideration of the Company’s long-term business strategy to enhance value for Company shareholders.

In connection with the Merger, the Company is including in this proxy statement a summary of certain unaudited prospective financial information of the Company prepared by members of Company management, on a standalone basis without giving effect to the Merger, because certain financial information was reviewed by the Special Committee, the Board and the Parent Parties, as well as the Company’s and the Special Committee’s financial advisors, in connection with consideration and evaluation of a potential transaction. The Company Forecasts (as defined below) included long-term financial projections from calendar year 2025 through 2029 of the Company prepared by members of Company management in connection with the Special Committee’s and the Board’s evaluation of the Transactions, including the Merger (i.e., the Company Forecasts (as defined below)), which the Special Committee, the Board and members of Company management believed reflected the best available estimates and good faith judgments of the Company as to the future financial performance of the Company. After reviewing and discussing the Company Forecasts, the Special Committee authorized Houlihan to utilize the Company Forecasts for purposes of rendering its opinion delivered to the Special Committee, as summarized in the section of this proxy statement entitled “—Opinion of Houlihan Lokey Capital, Inc.” beginning on page 48.

The Company Forecasts were prepared treating the Company on a standalone, business-as-usual basis, without giving effect to the Transactions or otherwise being adjusted for risks, including the Merger, or any impact of the negotiation or execution of the Merger Agreement or the Transaction Documents, the expenses that may be incurred in connection with the Transactions, including the Merger, or the consummation thereof, or any failure to complete the Merger or any of the Transactions, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or in anticipation of the Transactions, including the Merger, or the effect of any alteration, acceleration, postponement or decision not to take any business or strategic decisions or actions that may or would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Transactions, including the Merger.

The inclusion of the Company Forecasts or of this summary does not constitute an admission or representation by the Company, the Company’s or the Special Committee’s financial advisors or any other person that the information is material, and should not be regarded as an indication that the Special Committee, the Board, the Company’s or the Special Committee’s financial advisors, the Company or its management, or any other recipient of this information, considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and the Company Forecasts should not be relied on as such. This information is not fact and should not be relied upon as indicative of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Company Forecasts.

The Company Forecasts and the underlying assumptions upon which the Company Forecasts were based are subjective in many respects and subject to multiple interpretations and frequent revisions attributable to the dynamics of the Company’s industry and based on actual experience and business developments. The Company Forecasts, while presented with numerical specificity, reflect numerous assumptions with respect to the Company’s performance, industry performance, general business, economic, regulatory, market and financial conditions, and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond the Company’s control. The Company Forecasts constitute forward-looking statements and are subject to a wide variety of significant risks and uncertainties that could cause the Company Forecasts or the underlying assumptions to be inaccurate and for actual results to differ materially from those contained in or suggested by the Company Forecasts, including those described in this proxy statement entitled “Cautionary Note Regarding Forward-Looking Statements” and the risk factors described in Item 3.D of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024. As a result, there can be no assurance that the Company Forecasts will be realized, or that actual results will not be materially higher or lower than those contained in the Company Forecasts, and the Company Forecasts cannot be considered as guidance or a guarantee of future operating results and should not be relied upon as such. In addition, since the Company Forecasts cover multiple years, such information by its nature becomes less reliable with each successive year. The Company Forecasts were prepared prior to the execution of the Merger Agreement and do not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger and any of the other Transactions, and some or all of the assumptions that have been made in connection with the preparation of the Company Forecasts may have changed since the date the Company Forecasts were prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Company Forecasts will be achieved. In addition, the Company Forecasts have not been updated or revised to reflect information or results after the date the applicable Company Forecasts were prepared. None of the Company, Parent Parties or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the Company Forecasts, or the specific portions presented, to reflect circumstances existing after the date when the Company Forecasts were prepared, or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error, except as required by applicable law. These considerations should be taken into account in reviewing the Company Forecasts, which were prepared as of an earlier date.

For the foregoing reasons, and considering that the Company Special Meeting will be held several months after the Company Forecasts were prepared, as well as the uncertainties inherent in any forecasting assumptions and information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Company Forecasts set forth below. The Company Forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in the Company’s public filings with the SEC. The Company urges all of the Company shareholders to review its most recent SEC filings for a description of its reported financial results. See the section of this proxy statement entitled “Where You Can Find More Information” beginning on page 118 for additional information.

The Company Forecasts were not prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or GAAP. The Company’s independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to the Company Forecasts, and does not express an opinion or any form of assurance related thereto.

The Company Forecasts contain certain non-GAAP financial measures. Members of Company management regularly use a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring financial performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. While the Company believes that these non-GAAP financial measures may provide meaningful information to help investors understand the operating results and analyze the Company’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures used by other companies due to potential differences in the exact method of calculation. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to a GAAP financial measure do not apply to adjusted financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the Transactions, including the Merger, if the disclosure is included in a document such as this proxy statement. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in the Company Forecasts to the relevant GAAP financial measures.

The Company has not made and makes no representation to any Company shareholder or to any of the Parent Parties in the Merger Agreement or otherwise concerning the Company Forecasts or the Company’s ultimate performance compared to the information contained in the Company Forecasts or that the projected results will be achieved.

Company Forecasts

Set forth below are prospective Total Revenue, Adjusted Gross Profit, Adjusted EBITDA and Unlevered Free Cash Flows (dollars in millions) for the Company for fiscal years 2025 through 2029, which projections were prepared by members of Company management in July 2025 (the “Company Forecasts”).

The Company Forecasts were prepared by members of Company management in connection with the Special Committee’s and the Board’s evaluation of the Transactions, including the Merger, and were based on (i) the growth plan for the Company for fiscal years 2025 through 2029 and (ii) the assumptions and estimates of Company management as of August 12, 2025, including the following:

The Company Forecasts were reviewed by Company management and the Special Committee at meetings of the Special Committee on July 8, 2025 and on July 22, 2025, and the Special Committee determined that the Company Forecasts reflected what Company management believed were the best then-available estimates and judgements of future financial performance of the Company for fiscal years 2025 through 2029. As summarized under the section above captioned “Special Factors—Background of the Merger” beginning on page 22, the Special Committee approved the Company Forecasts and authorized Company management to provide the Company Forecasts to the Board and the Parent Parties, as well as the Company’s and the Special Committee’s financial advisors, in connection with the consideration and evaluation of a potential transaction.

Opinion of Houlihan Lokey Capital, Inc.

On August 12, 2025, Houlihan Lokey verbally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated August 12, 2025), as to whether the Per Share Merger Consideration to be received by the Unaffiliated Shareholders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

Houlihan Lokey’s opinion was directed to the Special Committee (in its capacity as such) and only addressed whether the Per Share Merger Consideration to be received by the Unaffiliated Shareholders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex D to this proxy statement and describes certain of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the Board, any security holder of the Company or any other person as to how to act or vote with respect to any matter relating to the Merger.

In arriving at its opinion, Houlihan Lokey, among other things:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of the Company and the Special Committee advised Houlihan Lokey, and Houlihan Lokey assumed, that the Company Forecasts reviewed by Houlihan Lokey were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management and the Special Committee as to the expected future financial results of operation and financial condition of the Company and the other matters covered thereby, and Houlihan Lokey expressed no opinion with respect to such projections or the assumptions on which they are based. Houlihan Lokey relied upon and assumed, without independent verification, that there was no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to Houlihan Lokey’s analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading. The credit, financial and stock markets have recently been experiencing unusual volatility and Houlihan Lokey expressed no opinion or view as to any potential effects of such volatility on the Merger, and its opinion does not purport to address potential developments in any such markets.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the agreements identified in item 1 above and all other related documents and instruments that are referred to therein are true and correct, (b) each party to all such agreements and such other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger will be satisfied without waiver thereof, and (d) the Merger will be consummated in a timely manner in accordance with the terms described in all such agreements and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger will be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger will be obtained and that no delay, limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have an effect on the Merger or the Company that would be material to Houlihan Lokey’s analyses or its opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final forms of any draft documents identified above would not differ in any respect from the drafts of said documents.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company, or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject.

Houlihan Lokey was not requested to, and did not, (a) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, businesses or operations of the Company or any other party, or any alternatives to the Merger, (b) negotiate the terms of the Merger, (c) advise the Special Committee, the Board or any other party with respect to alternatives to the Merger or (d) identify, introduce to the Special Committee, the Board or any other party, or screen for creditworthiness, any prospective investors, lenders or other participants in the Merger. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to Houlihan Lokey’s attention after the date of its opinion. Houlihan Lokey did not express any opinion as to the price or range of prices at which Common Shares may be purchased or sold, or otherwise be transferable, at any time.

Houlihan Lokey’s opinion was furnished for the use of the Special Committee (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Special Committee, the Board, the Company, any security holder or any other party as to how to act or vote or make any election with respect to any matter relating to the Merger or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion does not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Special Committee, the Board, the Company, its security holders or any other party to proceed with or effect the Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Per Share Merger Consideration to the extent expressly specified in Houlihan Lokey’s opinion), including, without limitation, the treatment of the Rollover Shareholder in the Merger or the terms, aspects or implications of the Rollover, the Rollover Agreement or the Support Agreement, (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, except if and only to the extent expressly set forth in the last sentence of Houlihan Lokey’s opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available for the Company or any other party, (v) the fairness of any portion or aspect of the Merger to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not the Company, its security holders or any other party is receiving or paying reasonably equivalent value in the Merger, (vii) the solvency, creditworthiness or fair value of the Company, Parent, Bidco or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Per Share Merger Consideration or otherwise. Furthermore, no opinion, counsel or interpretation is intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Special Committee, on the assessments by the Special Committee, the Board, the Company and their respective advisors, as to all legal, regulatory, accounting, insurance, tax and other similar matters with respect to the Company and the Merger or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to the Company or the proposed Merger and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial data are not by themselves meaningful and in selecting the ranges of multiples to be applied were considered in conjunction with experience and the exercise of judgment. The estimates contained in the financial forecasts prepared by the management of the Company and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Special Committee in evaluating the proposed Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Per Share Merger Consideration or of the views of the Special Committee or management with respect to the Merger or the Per Share Merger Consideration. Under the terms of its engagement by the Company, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the proposed Merger or otherwise, should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the Board, the Company, Parent, Bidco, any security holder or creditor of the Company, Parent, Bidco or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of consideration payable in the Merger were determined through negotiation between the Company and Parent, and the decision to enter into the Merger Agreement was solely that of the Special Committee and the Board.

Financial Analyses

In preparing its opinion to the Special Committee, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses are readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Special Committee on August 12, 2025. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial and operating metrics, including:

Unless the context indicates otherwise, enterprise values used in the selected companies analysis described below were calculated using the closing price of the Common Shares and the common stock of the selected companies listed below as of August 8, 2025, and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of the future financial and operating performance of the Company relied upon for the financial analyses described below were based on the Company Forecasts. The estimates of the future financial and operating performance of the selected companies listed below were based on certain publicly available research analyst estimates for those companies.

Selected Companies Analysis. Houlihan Lokey reviewed certain data for selected companies, with publicly traded equity securities, that Houlihan Lokey deemed relevant.

The financial data reviewed included:

The selected companies and resulting low, high, median and mean financial data included the following:

Insurance Software:

Financial Services Vertical Software:

IT Services:

Enterprise Value to Adjusted EBITDA

Enterprise Value to Adjusted EBITDA

Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of 11.0x to 15.0x estimated CY 2025 Adjusted EBITDA and 10.0x to 14.0x estimated CY 2026 Adjusted EBITDA to corresponding financial data for the Company. The selected companies analysis indicated implied per share value reference ranges of $23.86 to $32.06 per Common Share based on the selected range of multiples of estimated CY 2025 Adjusted EBITDA and $24.23 to $33.38 per Common Share based on the selected range of multiples of estimated CY 2026 Adjusted EBITDA, as compared to the proposed Per Share Merger Consideration of $43.50 per Common Share.

Selected Transactions Analysis. Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant.

The financial data reviewed included:

The selected transactions included the following:

Taking into account the results of the selected transactions analysis, Houlihan Lokey applied selected multiple ranges of 3.0x to 4.0x estimated CY 2025 revenue to corresponding financial data for the Company. The selected transactions analysis indicated implied per share value reference range of $32.24 to $42.48 per Common Share based on the selected range of multiples of NFY revenue, as compared to the proposed Per Share Merger Consideration of $43.50 per Common Share.

Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of the Company by calculating the estimated present value of the projected unlevered, after-tax free cash flows of the Company based on the Company Forecasts. Houlihan Lokey calculated terminal values for the Company by applying a range of perpetuity growth rates of 4.0% to 5.0% to the Company’s estimated unlevered free cash flow for the terminal fiscal year. The present values of the Company’s projected future cash flows and terminal values were then calculated using discount rates ranging from 9.5% to 11.5%. The discounted cash flow analysis indicated an implied per share value reference range of $26.39 to $41.21 per Common Share, as compared to the proposed Per Share Merger Consideration of $43.50 per Common Share.

Other Information

Houlihan Lokey observed certain additional information that was not considered part of its financial analysis for its opinion but was noted for informational purposes, including, among other things, the following:

Selected Public Price Observations. Houlihan Lokey calculated selected implied premia of the Per Share Merger Consideration relative to the volume weighted average price (“VWAP”) of the Common Shares over several periods ending August 8, 2025, the last full trading day prior to the CTech article of advanced negotiations regarding a potential change-of-control transaction, as well as certain closing prices of the Common Shares as follows: