Sapiens to be acquired by Advent for $43.50 per share in cash

Sapiens (SPNS) announced that it has entered into a definitive agreement to be acquired by Advent for $43.50 per common share, in an all-cash transaction that values Sapiens at an equity value of approximately $2.5B. Existing Sapiens shareholder Formula Systems will retain a minority stake in the company. Under the terms of the agreement, which has been unanimously approved by Sapiens’ board of directors, Sapiens shareholders will receive $43.50 per common share in cash, representing a premium of approximately 64% over Sapiens’ undisturbed closing share price of $26.52 on August 8 and a premium of approximately 51% to both the 30-day and 60-day volume-weighted average price as of August 8. Upon completion of the transaction, Sapiens’ common shares will no longer be publicly listed, and Sapiens will become a privately held company. Advent has arranged committed debt and equity financing commitments for the purpose of financing the transaction, providing a high level of closing certainty. Funds advised by Advent have committed an aggregate equity contribution of $1.3B on the terms and subject to the conditions set forth in the signed equity commitment letters. The transaction is expected to close in Q4 or Q1 2026, subject to the satisfaction of customary closing conditions, including approval by Sapiens’ shareholders and receipt of regulatory approvals. Sapiens’ board of directors, acting upon the recommendation of a special committee of the board of directors, has unanimously approved the agreement and the transaction and resolved to recommend approval of the agreement and the transaction by Sapiens’ shareholders.