Affle to Acquire Perion for $420 Million in Cash

Under the Agreement and Plan of Merger dated 1 November 2026, each ordinary share of Perion, par value NIS 0.03, that is outstanding immediately before the merger becomes effective will convert into the right to receive $11.70 in cash, subject to adjustment as provided in the agreement, without interest and less any applicable withholding taxes. Shares owned by Perion, its subsidiaries, Affle 3iL, the merger subsidiary or their subsidiaries, and shares held in treasury, are excluded. Perion’s Form 6-K (opens in a new tab) sets out these terms and attaches the full agreement as Exhibit 99.1, alongside the form of voting and support agreement and Perion’s press release.

A reverse triangular merger under Israeli law

The merger is structured as a reverse triangular merger. Affle 3iL Investco Ltd., a wholly owned subsidiary of Affle 3iL, will merge with and into Perion in accordance with Sections 314-327 of the Israeli Companies Law, 5759-1999, and Perion will survive as a wholly owned subsidiary. The merger becomes effective when the Israeli Companies Registrar issues a certificate of merger. Perion’s ordinary shares will then be delisted from the Nasdaq Stock Market and the Tel Aviv Stock Exchange, and Perion will continue to operate under the Perion brand.

How both companies describe the $11.70 price

The $11.70 per share represents a 34.5% premium to Perion’s closing share price on 30 October 2026, the last trading day before the definitive agreement was signed, and an equity value of approximately $420 million. Affle’s filing to the Indian stock exchanges gives the same figures. It describes the consideration as approximately USD 420 million including continuing equity awards granted as at the date of the agreement, and states that the amount does not include transaction costs or other related costs incurred by either party.

Equity awards are settled in cash on the same terms

Equity awards follow the same cash terms. Each vested Perion option, including options whose vesting accelerates in connection with the closing, is cancelled and converted into the right to receive a cash amount equal to the number of shares subject to the option multiplied by the excess of the $11.70 price over the exercise price, less applicable tax withholding. Affle describes the acquisition as covering all outstanding shares, including unvested equity awards according to their vesting schedule, so Perion’s employees who hold awards are part of the same cash settlement.

The merger agreement includes a 40-day go-shop period. During it, Perion is permitted to initiate, solicit, facilitate and encourage inquiries, proposals or offers that constitute or would reasonably be expected to lead to a competing proposal, and to engage in discussions or negotiations with any person about one. The period ends at 11:59 pm Israel time on the earlier of the 40th calendar day after the agreement and the date on which Perion shareholder approval is obtained. Perion’s announcement gives the expiry as 11 December 2026 and says the go-shop permits Perion and its financial advisor to actively solicit and consider alternative acquisition proposals.

Perion says there can be no assurance that the process will result in a superior proposal, and that it does not intend to disclose developments in the go-shop unless and until it determines that disclosure is appropriate or is otherwise required. Perion’s chairman, Eyal Kaplan, said the board believes the proposed transaction “offers compelling value and greater financial certainty for Perion’s shareholders” and that the board “remains focused on pursuing the path that best serves shareholders”.

What changes when the go-shop ends

When the go-shop ends, Perion must stop those activities, other than with any excluded party, and a customary no-shop provision applies. An excluded party is a person whose competing proposal, received before the go-shop expired, Perion’s board determined in good faith, after consulting outside legal counsel and its financial advisor, constitutes or could reasonably be expected to lead to a superior proposal. The no-shop still allows Perion, before shareholder approval is received, to furnish information and discuss a bona fide written competing proposal that the board determines in good faith constitutes or would lead to a superior proposal, where it concludes that declining to act would be “reasonably likely to violate its fiduciary duties under applicable law”.

Perion’s board can also change its recommendation in response to an intervening event, or terminate the agreement to enter into a definitive agreement for a superior proposal, subject to payment of the termination fee. Before doing so, Perion must notify Affle in writing and give it five business days for an intervening event or four business days for a superior proposal to propose revisions, and must negotiate in good faith during that period if Affle wishes. A material change in the facts of an intervening event, or a material amendment to the terms of a superior proposal, starts a further period of three business days or two business days respectively.

Termination fee of US$14,700,000, or US$10,500,000 during the go-shop

If the agreement is terminated in specified circumstances, Perion owes Affle a termination fee of US$14,700,000 in cash. Those circumstances include termination by Perion to accept a superior proposal and termination by Affle after a change of recommendation by Perion’s board. They also include termination because shareholder approval is not obtained, the outside date passes or Perion commits an uncured breach, where a competing proposal has been made and not withdrawn and Perion enters into or completes a competing transaction within 12 months. If the competing agreement was entered into during the go-shop, the fee is US$10,500,000. Perion is never required to pay the fee more than once, and subject to exceptions for fraud and intentional breach the fee is Affle’s sole and exclusive remedy against Perion and its related parties.

Both parties are entitled to specific performance of the merger agreement, with the limit that Affle cannot receive both an order requiring Perion to complete the merger and payment of the termination fee. The workbook expresses both fee levels as a share of the $420 million equity value, which lets readers compare them with fee levels in other public-company transactions.

Voting support from directors, officers and shareholders

Concurrently with signing, certain of Perion’s directors, officers and shareholders entered into voting and support agreements with Affle 3iL. Each supporting shareholder agreed, in its capacity as a shareholder, to vote its shares in favor of the merger agreement and the related transactions, to be counted as present for quorum and not to transfer its shares before the support agreement expires. The agreements do not limit any action by a supporting shareholder in its capacity as a director or officer, including the exercise of fiduciary duties, and each ends automatically on the earliest of several events that include termination of the merger agreement, receipt of Perion shareholder approval and a change of recommendation by Perion’s board.

Perion describes itself as an advanced technology leader redefining advertising through AI-native infrastructure, delivering real-time media execution across CTV, digital out-of-home, commerce and retail media, social and digital environments. Its proprietary AI agent, Outmax, helps brands, agencies and retailers optimize spend and performance. Perion’s annual report (opens in a new tab) states that it was incorporated in the State of Israel in November 1999 under the name Verticon Ltd., became IncrediMail Ltd. in November 2000 and took the name Perion Network Ltd. in November 2011. Its ordinary shares completed their initial public offering in the United States on 3 February 2006 and have also traded on the Tel Aviv Stock Exchange since 20 November 2007.

The same report lists recent acquisitions that include Vidazoo Ltd. in October 2021, Hivestack Technologies Inc. in December 2023 and Greenbids SAS in May 2025. As of 31 December 2025 Perion had 511 employees globally, of whom 160 were in Israel, 158 in the United States, 106 in Canada, 62 in Europe and 25 across APAC. Affle’s filing cites approximately 600 employees and treats Perion’s workforce in developed markets, together with its technology capabilities, as part of the rationale for the acquisition.

Perion One brings CTV, DOOH and retail media onto one platform

In its second-quarter 2026 results (opens in a new tab), published on 10 August 2026, Perion said Perion One spend increased 15% year on year to $156.7 million. Within that, CTV spend rose 56%, DOOH spend rose 45%, retail media spend rose 60% and Outmax AI agent spend rose 136%, the Outmax figure being on a pro forma basis. Perion’s CEO, Tal Jacobson, said the results reflect progress “with strong momentum across CTV, DOOH, Retail Media, and Outmax, our AI Agent”. Affle’s filing notes that over the past three years Perion completed three strategic acquisitions and unified its expanding segments under the Perion One platform.

Total revenue for the quarter was $98.2 million, made up of Advertising Solutions revenue of $76.2 million and Search Advertising revenue of $22.1 million. Contribution ex-TAC, which is revenue reduced by traffic acquisition costs and media buy, was $42.3 million, a 43% margin. Adjusted EBITDA was $2.8 million, cash flow from operations was $2.5 million and adjusted free cash flow was $4.8 million. Perion also completed efficiency measures to optimize its cost base during the quarter, which Mr. Jacobson said create additional capacity to support its second-half growth plans.

New retail and out-of-home partners extend Perion’s reach

The second-quarter announcement lists wins that extend Perion’s reach. Best Buy Canada selected Perion as its end-to-end retail DOOH technology partner. GS Netvision, South Korea’s leading retail network, selected Perion for its 3,300+ DOOH screens across grocery and convenience stores. Lovitlocal UK selected Perion as the programmatic DOOH partner for its in-store media network across UK post offices. Perion also announced a data partnership with Fetch that gives advertisers access to verified, SKU-level purchase data from over 13 million monthly active users and 26,000-plus merchants, and launched Ask Perion, an agentic self-serve mobile app.

The PRN acquisition adds exclusive in-store retail media

On 26 August 2026 Perion announced the acquisition of PRN (opens in a new tab), an in-store retail media company, for up to $12 million in cash paid at closing, subject to customary purchase price adjustments, on a cash-free and debt-free basis. PRN’s footprint includes a top warehouse club’s 4K TV network across 750+ warehouse club locations in North America, a top big-box retailer across 4,500+ stores and a leading national healthcare retailer across 2,200+ stores. Perion said the acquisition is expected to contribute approximately $3 million to Adjusted EBITDA in 2027 before taking into account any synergies and to be accretive from closing, and that PRN will operate as Perion Retail Networks. Perion’s cash summary in its merger announcement shows $10.9 million used for the acquisition of PRN during the third quarter.

Affle 3i Limited, formerly Affle (India) Limited, is listed on the NSE under AFFLE and on the BSE under 542752, with its registered office in New Delhi and its communication office in Gurugram. It describes itself as a global technology company enabling verticalized AI-led consumer conversions for advertisers globally, powered by the differentiated CPCU business model across mobile, CTV and other agentic and autonomous intelligent connected devices. The Affle 3i Consumer Platform combines proprietary data, deep audience intelligence and advanced agentic AI capabilities.

Fiscal 2026 revenue of INR 2,709.3 crore

Affle’s results (opens in a new tab) for the fourth quarter and twelve months ended 31 March 2026, announced on 9 May 2026, show consolidated revenue from operations of INR 2,709.3 crore for fiscal 2026, up 19.5% year on year. EBITDA was INR 610.1 crore, up 26.3%, and the EBITDA margin of 22.5% was 120 basis points higher than in fiscal 2025. Profit after tax rose 19.1% to INR 454.9 crore. In the fourth quarter alone, revenue was INR 724.4 crore, up 20.3% from INR 602.3 crore a year earlier.

The CPCU business delivered 12.0 crore converted users in the fourth quarter, taking the total converted users delivered in fiscal 2026 to 45.6 crore, and CPCU revenue was INR 721.7 crore in the quarter, up 20.1%. Anuj Khanna Sohum, Affle’s Chairperson, Managing Director and CEO, said fiscal 2026 marked the 13th consecutive period of quarter-on-quarter growth and noted that Affle launched OpticksAI and Niko, its in-house AI agentic capabilities, during the year.

An acquirer with a stated record of transforming businesses

Affle states in its announcement that it has an established track record of acquiring and successfully transforming businesses, complementing its organic growth with strategic acquisitions, and that it has delivered over 20% annual organic growth and over 20% EBITDA consistently. Its stated approach is to identify businesses that complement its capabilities, expand its access to customers and markets, and use its technology to integrate their strengths into its platform ecosystem. After the transaction, Affle says it will be a significant global omnichannel platform delivering premium consumer conversions for thousands of advertisers across diversified industry verticals in 100+ countries.

Developed markets are the focus of the CPCU expansion

Affle’s filing says the investment is strategic for its consumer platform business, to scale its CPCU business across developed markets. It describes Perion as bringing an established presence in upper-funnel digital advertising channels in developed markets, alongside Affle’s leadership in deeper-funnel mobile marketing and AI-powered performance-led consumer conversions in emerging markets, which Affle says will materially expand the total addressable market opportunity for its CPCU business globally. Affle also points to CTV to Cart and DOOH to Cart retail commerce outcomes for Perion’s advertiser campaigns, and to verticals such as e-commerce, retail and healthcare.

Perion’s announcement states that, as of 30 September 2026, it had cash and cash equivalents, short-term bank deposits and marketable securities of $228.3 million. Affle’s filing states that Perion does not have any financial debt and gives the cash balance as approximately US$228 million. The figure compares with $267.8 million at 30 June 2026 and $312.9 million at 31 December 2025, both taken from Perion’s second-quarter results.

During the third quarter, Perion used $26.0 million under its share repurchase program and $10.9 million for the acquisition of PRN. In the second quarter it repurchased approximately 2.7 million shares for $24.5 million, and under its authorized $200 million share repurchase plan it had repurchased a total of 18.0 million shares for $166.8 million as of 30 June 2026. Weighted average basic shares were 36,990,655 in the second quarter of 2026, compared with 42,032,856 in the second quarter of 2025.

Equity value and cash side by side in the workbook

Affle’s filing notes that, because Perion is publicly held, the transaction costs and related expenses will be recorded by Affle in its opening balance sheet. The workbook shows the equity value net of Perion’s cash and investments, and the share of the equity value that the cash represents, two lenses that buyers and boards use to read an all-cash public-company price. It also divides the equity value by the per-share price to show the number of shares, including continuing equity awards, that the $420 million covers.

The merger agreement sets out the conditions to closing. Perion shareholders must approve the agreement, the merger and the related transactions by the affirmative vote of the holders of at least a majority of the shares voted at the special meeting, excluding absentee votes and any other shares excluded under Section 320(c) of the Israeli Companies Law. No law or order can restrain, enjoin or prohibit the merger, and the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 must have expired or been terminated.

• –An Israeli statutory waiting period of at least 50 days following the filing of a merger proposal with the Companies Registrar and at least 30 days following receipt of Perion shareholder approval.
• –Accuracy of the parties’ representations and warranties, subject to specified materiality qualifiers.
• –Compliance in all material respects with specified covenants, including by the cash providers with their obligations under the equity commitment letter where required.
• –No continuing material adverse effect on Perion or on Affle 3iL since the date of the agreement.
• –Delivery of customary closing certificates and the resignation or removal of Perion’s directors.

Israeli law requires the statutory waiting period to pass after shareholder approval before the merger can become effective. Affle’s filing gives an indicative time period for completion of 180 days, subject to the go-shop process and shareholder approval, and the agreement’s outside date is 11:59 pm Israel time on the date 180 days after signing, after which either party can terminate. Perion’s announcement and Affle’s announcement both state that closing is expected in early 2027.

The scope of regulatory remedies is set in the agreement

Each party has agreed to use reasonable best efforts to obtain all required governmental and regulatory consents and approvals. The agreement also sets the scope of remedies. Affle is not required to offer divestitures, changes to its own conduct or other limits on the operations of itself or its affiliates, and Perion does not agree to them without Affle’s consent. Affle is required to propose and effect such a remedy solely for the assets, properties or businesses of Perion and its subsidiaries, to the extent it is reasonably necessary to obtain a required clearance, is conditioned on closing and would not reasonably be expected to have a material adverse effect on Affle and its subsidiaries or on Perion and its subsidiaries, each taken as a whole.

How Perion operates between signing and closing

From signing until closing, Perion has agreed to use commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice, with restrictions on matters such as making acquisitions, conducting divestitures, incurring debt, making capital expenditures, settling litigation and granting or increasing employee compensation and benefits. From the effective time, Affle will cause the surviving company and its subsidiaries to honor existing employment agreements with employees who remain employed, and will use commercially reasonable efforts to recognize continuing employees’ prior service for eligibility, vacation entitlement, notice periods and severance-related benefits under Affle’s plans, subject to specified limits.

Affle has also agreed to cause the surviving company to honor existing rights to indemnification, advancement of expenses and exculpation for Perion’s current and former directors and officers for at least seven years. Perion will purchase a prepaid seven-year directors’ and officers’ liability and fiduciary liability tail policy, subject to a premium cap of 300% of the last annual premium. One closing condition is operational: once Affle or its affiliates enter definitive documentation for debt financing that requires it, Perion deposits a specified minimum amount in an account at the Israeli branch of the lender under that financing.

Concurrently with signing, Affle 3i Limited, Affle International Pte. Ltd., Affle MEA FZ-LLC and Affle Inc., described in the filing as the cash providers, signed an equity commitment letter under which they committed to make cash available so that Affle 3iL can meet its obligations under the merger agreement. Affle International Pte. Ltd., the guarantor, separately delivered a guarantee of certain obligations of Affle 3iL and the merger subsidiary, and Affle 3i Limited delivered a confirming parent undertaking to cause its subsidiaries not to carry out certain transactions involving the guarantor that would be reasonably expected to impair the guarantor’s ability to perform.

Affle 3iL has also delivered an executed debt commitment letter from the financial institution party to it, providing committed acquisition financing, and Perion’s announcement identifies the provider as Citibank, N.A. Affle says it plans to fund the acquisition through a combination of committed financing from banks and available cash resources. The obligations of Affle 3iL and the merger subsidiary under the merger agreement are not subject to any condition regarding their ability to obtain financing, and Perion’s announcement states directly that the transaction is not subject to a financing condition.

Advisers on both sides of the agreement

Canaccord Genuity is acting as exclusive financial advisor and Meitar Law Offices as legal counsel to Perion. LUMA Partners LLC is acting as financial advisor and Barnea Jaffa Lande & Co. as legal counsel to Affle, and Citibank is serving as Affle’s financing bank. Affle’s filing also states that the transaction is not a related party transaction and that Affle’s promoter and promoter group have no interest in the entity being acquired.

From signing to an early 2027 closing

Perion has agreed to use commercially reasonable efforts to file its proxy statement with the Israel Securities Authority, furnish it to the SEC and provide it to shareholders not later than 30 days after signing. The special meeting must then be held not later than 40 days after the notice is published. If shareholders approve, the Israeli statutory waiting period must pass before the merger can become effective. Once it does, Perion’s ordinary shares will be delisted from the Nasdaq Stock Market and the Tel Aviv Stock Exchange and deregistered under the US Securities Exchange Act of 1934 and the Israeli Securities Law.