Transaction Overview

Affle 3i Limited's wholly owned step-down subsidiary, Affle 3iL Ltd. ("Affle"), has entered into a definitive merger agreement to acquire 100% of Perion Network Ltd., Israel ("Perion") and its subsidiaries. The acquisition will be executed through an all-cash transaction.

Acquisition Details

  • Transaction Value: Approximately US$420 million implied equity value
  • Price per Share: US$11.70 per share for all outstanding shares including unvested equity awards as per vesting schedule
  • Acquisition Structure: Reverse triangular merger where a wholly-owned subsidiary of Affle will merge with and into Perion, with Perion surviving as a wholly-owned subsidiary of Affle
  • Funding: Combination of committed financing from banks and available cash resources
  • Transaction Costs: To be recorded by Affle in its opening balance sheet as Perion is publicly held

Target Company Profile

Perion Network Ltd. is an Israeli technology company headquartered in Tel Aviv with:

  • Dual listings on NASDAQ and Tel Aviv Stock Exchange (Ticker: PERI)
  • Operations primarily in USA, Canada, Israel, and Europe
  • Business focus: AI-powered advertising technology stack providing omnichannel solutions across Retail Media, Connected TV (CTV), Digital Out-of-Home (DOOH) and other digital channels
  • Approximately 600 employees
  • No financial debt with cash balance of ~US$228 million as of September 30, 2026

Financial History of Perion

| Year | Revenue (USD Mn) | PAT (USD Mn) |

| 2023 | 743.2 | 115.0 |

| 2024 | 498.3 | 12.6 |

| 2025 | 439.9 | -7.9 |

Strategic Rationale

The acquisition is strategic for Affle's consumer platform business to:

  • Scale its Cost Per Converted User (CPCU) business across developed markets
  • Create a significant global omnichannel platform delivering premium consumer conversions
  • Combine Perion's upper funnel digital advertising channels with Affle's deeper funnel mobile marketing capabilities
  • Expand total addressable market opportunity globally
  • Drive synergies across omnichannel consumer journey on intelligent connected devices

Expected Benefits

  • Combined business expected to achieve FY2028 revenue run rate of over US$700 million
  • Affle to be net debt free immediately post-acquisition
  • Expected to be accretive to earnings per share (EPS) by the end of 1st year following closing
  • Planned CPCU strategic transformation expected to significantly improve bottom line performance
  • Complementary technologies and business model transformation expected to drive sustainable growth

Approval and Closing Conditions

The transaction has been approved by the Boards of Directors of both Affle and Perion and is subject to:

  • Receipt of required regulatory approvals
  • Approval by Perion shareholders
  • Applicable competition and antitrust approvals
  • Compliance with applicable regulatory and contractual requirements
  • Go-shop period for Perion before seeking shareholders' approval

Timeline

Expected to close in early 2027 (approximately 180 days subject to go-shop process and shareholders' approval)

Post-Closing Arrangements

  • Perion's ordinary shares will be delisted from Nasdaq and Tel Aviv Stock Exchange
  • Perion will continue to operate under the Perion brand

Related Party Status

Not a related party transaction. Promoter/promoter group does not have any interest in Perion Network Ltd.

Advisors

  • Financial Advisor to Affle: LUMA Partners LLC
  • Legal Advisor to Affle: Barnea Jaffa Lande & Co.
  • Financing Bank to Affle: CitiBank