EX-99.C2 6 ea025533301ex99-cii_sapiens.htm DISCUSSION MATERIALS PREPARED BY WILLIAM BLAIR & COMPANY, LLC, DATED MAY 28, 2025, FOR DISCUSSION WITH THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF SAPIENS INTERNATIONAL CORPORATION N.V

Exhibit 99.c(2)

 

Project SWAN Discussion Materials for the Special Committee of the Board of Directors May 28, 2025

 

 

Disclaimer 2 This presentation (together with any accompanying oral presentation and any supplementary documents provided therewith, the “Presentation”) has been prepared by William Blair & Company, L.L.C. (“William Blair”) exclusively for the benefit and internal use of the recipient (the “Recipient”). The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without William Blair’s prior written consent. No party may rely on this Presentation without William Blair’s prior written consent. William Blair and its affiliates, partners, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law). This Presentation is for discussion purposes only and speaks only as of the date it is given, and the views expressed are subject to change based on a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been independently verified by William Blair and William Blair has relied upon and assumed the accuracy and completeness of all Information. No representation or warranty is made as to any to the accuracy or completeness of any Information. In furnishing this Presentation, William Blair undertakes no obligation to provide additional information or to correct or update any of the Information. William Blair, together with its affiliates and partners, is a financial services institution engaged in a wide range of investment banking and other activities (including, but not limited to, investment management, corporate finance, private wealth management, securities trading, research and brokerage activities). It is understood and agreed that William Blair may, from time to time, make a market in, have a long or short position, buy and sell or otherwise effect transactions for customer accounts and for their own accounts in the securities of, or may perform or be solicited to perform investment banking, corporate finance or other services for, the Recipient and other third - party entities which are or may be the subject of the transactions contemplated by this Presentation. William Blair has adopted policies and procedures designed to ensure the independence of its research analysts, whose views may differ from those of William Blair’s investment banking department and who may produce research reports and other materials the timing or content of which conflict with the views of the investment banking department or the Recipient’s interests, in connection with the transactions contemplated by this Presentation or otherwise. Nothing in the Presentation is, or shall be relied upon as, investment advice or any recommendation by William Blair. This Presentation does not purport to contain all of the information that may be necessary or appropriate to evaluate the proposed transaction, and the Recipient should conduct its own independent assessment and such investigations as it deems necessary. Recipient should rely on its own counsel, accountants and other similar expert advisors for legal, regulatory, accounting, tax and other similar advice. Nothing in the Presentation or any related discussions is intended to create, or shall be construed as creating, a principal - agent, advisor - client or fiduciary relationship between William Blair and the Recipient. Confidential

 

 

Summary Process Overview (1) SWAN received an indication from Party C for its LP&A Components business at an Enterprise Value range of $130 - $150M. 3 Confidential Over the course of the past 9 years, SWAN has periodically evaluated a variety of inbound interest regarding a potential sale of the company from both strategics and financial sponsors During the course of 2016 and 2017, SWAN held varying degrees of dialogue with six financial sponsors and five strategic parties around a potential sale of the company; however, no transaction ever crystallized, and the majority of the potential contacted parties never provided any formal proposal Over the past four years, SWAN continued engagement with potential acquirers In November 2021, a sponsor - backed strategic (Party A) submitted an indication of interest for $45 per share. A transaction never materialized In Q2 2023, SWAN engaged William Blair to evaluate a potential sale of the Company William Blair formally launched a sale process in Q3 2023 and contacted 21 financial sponsor (including Advent International or “Advent”, Party B and Party C) and seven strategic parties (including Party A). Due to the attacks in Israel on October 7, 2023, William Blair and the Company decided to pause the process prior to submission of first round bids; only eight of the total 27 parties contacted remained in the process prior to this point In January 2024, Party A came inbound to William Blair and submitted an indication of interest for $30 per share alongside another financial sponsor (Party B). At the Company’s direction, William Blair told Party A to withdraw its proposal and wait to participate in the upcoming re - launch of the sale process; Party A agreed Early 2024, William Blair re - launched the sale process and contacted 15 financial sponsor (including Advent, Party B and Party C) and two strategic parties (including Party A); no parties submitted bids for SWAN (1)

 

 

Summary Process Overview (Cont’d) 4 Confidential In January 2025, Advent and another financial sponsor (Party D) expressed interest in exploring a potential transaction with SWAN. Over following months, the Company shared preliminary due diligence materials and held in - person meetings with both Advent and Party D to facilitate a potential proposal – In March 2025, Advent invited another financial sponsor (Party E) to be a potential co - bidder; Party E ultimately decided not to participate – In April 2025, Party D informed William Blair that it was not able at this time to submit a proposal at a valuation level likely suitable to SWAN On May 11, 2025, Advent submitted a proposal to the Company for $42.00 per share, all - cash consideration, 30 - day exclusivity period; SWAN countered at $44.00 per share On May 15 , 2025 , Advent submitted a revised proposal for $ 43 . 00 per share, all - cash consideration, 30 - day exclusivity period ( 1 ) ; SWAN countered at $ 43 . 50 per share On May 20 , 2025 , Advent submitted another revised proposal at $ 43 . 50 per share, Formula Systems rolling approximately one quarter of its ownership stake, 30 - day exclusivity period ; this proposal is being reviewed by the Special Committee today, and further details can be found on page 6 ( 2 ) Today's meeting with SWAN's Special Committee will focus on reviewing Advent's proposal and discussing potential responses, next steps and timeline (1) Increase in Advent’s offer price from $42.00 to $43.00 per share included removal of potential go - shop provision in definitive documentation (verbally discussed). (2) Revised proposal letter was dated May 15, 2025; however, proposal was received on May 20, 2025.

 

 

SWAN – Share Price Performance Since 2021 Source: Factset, SEC filings and management reports as of May 27, 2025. (1) Represents Advent’s offer as of May 20, 2025. (2) Diluted Shares outstanding calculated based on 55,894,474 Common Shares outstanding, 1,774,000 options at weighted avg. strike price of $25.13 and 23,143 RSUs as of April 7, 2025. (3) 2025 Wall Street Consensus Revenue of 571M and Consensus Adj. EBITDA – Cap. Soft. of 101.9M; SWAN reported Adj. EBITDA figure (and basis for consensus) burdens earnings for capitalized software expense. 5 Confidential (Price / Share) (Volume in ‘000) ($ in M, except per share data) Public Market Overview (2) Advent Offer: $43.50 (1) $28.14 Current Share Price (5/27/2025) $28.14 EV / 2025 Consensus Revenue EV / 2025 Consensus Adj. EBITDA - Cap. Soft. 2.4x 13.7x SWAN Share Price Performance 1 Week % Change (0.2%) Average Volume ADTV VWAP 10 Trading Days 124,769 $28.20 27.89 173,128 30 Trading Days 0.9% 1 Month % Change Fully Diluted Shares Outstanding 56.135 27.16 178,957 90 Trading Days 0.6% 3 Month % Change Equity Value $1,579.6 28.60 159,648 180 Trading Days 3.5% 6 Month % Change Plus: Net Debt / (Cash) (186.1) 30.58 146,348 Last 12 Months (17.5%) 12 Month % Change Enterprise Value $1,393.6 Valuation (3)

 

 

Bid Summary 6 Confidential • Combination of cash equity using Advent’s US$29.0B fund complex, which includes the Global Private Equity X fund and Technology Fund II, and debt financing Formula Systems Rollover • USD $43.50 (54% premium to closing price of shares on May 14, 2025) • Proposal assumes a fully - diluted share count of 56.6mm Financing • See page 8 for details Closing Conditions • Expect Formula Systems Ltd (“Formula”) to roll over approximately a quarter of its current stake into equity of the post - closing company, with the remainder of Formula’s interest to be cashed out at the deal price Key Diligence Areas • Expect Formula to enter into a customary voting agreement agreeing to vote in favor of the transaction unless acquisition agreement is terminated 57.6% $27.61 5/23/2025 One Day Prior Approvals Required 54.3% 28.2 5/20/2025 One Week Prior • No corporate, shareholder or other similar approvals required outside of final approval of Advent’s Investment Committee to 56.0% 27.89 4/27/2025 One Month Prior enter into definitive agreement 59.5% 27.27 3/28/2025 60 Days Prior Other Considerations 55.5% 27.98 2/26/2025 90 Days Prior • 30 - day initial term of exclusivity (as may be extended) requested from receiving the high - priority data items to complete due 59.9% 27.20 11/28/2024 180 Days Prior diligence and reach definitive agreement Offer Price Per Share ($ in M) Offer Price Per Share $43.50 Diluted Shares Outstanding 56.667 Implied Equity Price $2,465.0 Implied Equity Value and Enterprise Value (1,2) (1) Diluted Shares outstanding calculated based on 55,894,474 Common Shares outstanding, 1,774,000 options at weighted avg. strike price of $25.13 and 23,143 RSUs as of April 7, 2025. (2) LTM as of Q1 2025; SWAN LTM revenue of $544M, 2025 Wall Street Consensus Revenue of 571M, LTM Adj. EBITDA of $110.6M, LTM Adj. EBITDA – Cap. Soft. of $103.2M and Consensus Adj. EBITDA – Cap. Soft. of 101.9M; SWAN reported Adj. EBITDA figure (and basis for consensus) burdens earnings for capitalized software expense. • Closing subject to customary conditions, and Advent does not currently anticipate any substantive regulatory impediments to closing relating to Advent or any of its portfolio companies Implied Premiums As of May 27, 2025 Premium to: Date Price Premium One Year Prior 5/27/2024 34.10 27.6% Plus: Net Debt / (Cash) (186.1) Implied Enterprise Value Implied EV / LTM Revenue Implied EV / 2025 Consensus Revenue Implied EV / LTM Adj. EBITDA Implied EV / LTM Adj. EBITDA - Cap. Soft. Implied EV / 2025 Consensus Adj. EBITDA - Cap. Soft. $2,278.9 4.2x 4.0x 20.6x 22.1x 22.4x

 

 

Advent’s Proposed Diligence Timeline Timeline subject to information availability and timing of Special Committee’s decision regarding next steps (1) Per diligence workplan received from Advent on May 22, 2025. 7 Confidential Illustrative Diligence Workplan Week of 30 - Jun Week of 23 - Jun Week of 16 - Jun Week of 09 - Jun Week of 02 - Jun Week of 26 - May Due Diligence Workstreams Key Meetings / Due Diligence Sessions Key Milestones Commercial Tech / IT / Cyber Warm Customer Introductions Financial Tax / Structuring Legal / IP Compliance Insurance ESG In - Person Diligence Session Diligence Calls with Mgmt. Diligence Calls with Mgmt. Diligence Calls with Mgmt. Commercial Diligence Calls with Mgmt. Diligence Calls with Mgmt. Diligence Calls with Mgmt. Tech / IT / Cyber Diligence Calls with Mgmt. Diligence Calls with Mgmt. Financial Diligence Calls with Mgmt. Tax Diligence Calls with Mgmt. Legal 30 - Day diligence period post data receipt Data shared Data Access Period Lender Process Transaction Documents Target Signing

 

 

Advent’s Selected Key Diligence Topics 8 Confidential Key Topics Functional Area Customer cube, revenue breakdown by recurring, re - occurring, and one - time details, organic revenue, new logo wins, cross - sell, churn and major loss details, professional services metrics, other commercial and non - personnel cost details Finance and Commercial 5 - year financial projection model, including revised 2025 budget and FY25 Q1 2025 trading vs. budget Financial Projections Roll - forward of Quality of Earnings, including working capital, net debt, cash flow details, and retention analysis Quality of Earnings Bookings, pipeline, win / loss, salesforce productivity, sales representative historical quota coverage, product pricing framework Sales Booking and Pipeline Historical and pipeline M&A details M&A Product roadmap, product architecture, product development practices and methodology, cybersecurity practices, product version fragmentation, # customers on cloud, customer support metrics Technology & Product Employee census with salary details, employee retention HR Legal, compliance, ESG, IP, customer and commercial contracts Legal Historical insurance details by entity Insurance

 

 

Appendix

 

 

SWAN Top Shareholder Overview (Top 25 Shareholders) Avg. Cost Basis % of Total Holder Shares ('000) Shareholder $3.07 43.5% 24,315 Formula Systems (1985) Ltd. 26.89 2.7% 1,485 BlackRock Fund Advisors 26.92 2.1% 1,174 Royce & Associates LP 32.12 2.1% 1,149 Nine Ten Capital Management LLC 21.95 1.9% 1,049 The Vanguard Group, Inc. 24.57 1.8% 1,025 Dimensional Fund Advisors LP 30.19 1.7% 945 Topline Capital Management LLC 28.90 1.5% 866 AL DOR RONI 23.33 1.4% 805 T. Rowe Price Associates, Inc. (IM) 28.44 1.3% 739 Acadian Asset Management LLC 27.66 1.3% 715 KSM Mutual Funds Ltd. 32.17 1.3% 703 Wellington Management Co. LLP 22.68 1.2% 682 Renaissance Technologies LLC 26.67 1.2% 667 SSgA Funds Management, Inc. 19.62 1.0% 581 Clal Pension & Provident Funds Ltd. 26.10 0.9% 496 Harris Associates LP 30.45 0.8% 444 Migdal Mutual Funds Ltd. 32.55 0.7% 418 Harel Mutual Funds Ltd. 25.09 0.7% 414 Geode Capital Management LLC 25.48 0.7% 371 Millennium Management LLC 26.32 0.6% 359 Goldman Sachs Asset Management LP 28.33 0.6% 342 Janus Henderson Investors US LLC 20.69 0.6% 322 Menora Mivtachim Insurance Ltd. 27.75 0.5% 292 Vanguard Fiduciary Trust Co. 26.58 0.5% 264 RhumbLine Advisers LP $12.62 72.7% 55,894 Total Common Shares Outstanding Source: Company filings and Factset as of May 27, 2025. Note: 55,894,474 Common Shares outstanding per management as of April 7, 2025. Top 25 Shareholders 55.9 Common Shares O/S (mm) 55% Float % 45% Insider % Ownership Statistics Top Insiders % of Total Name 43.5% Formula Systems (1985) Ltd. 1.5% Al Dor Roni 45.0% Total 10 Confidential