UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 20, 2020
MAJESCO
(Exact
Name of Registrant as Specified in its Charter)
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California
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001-37466
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77-0309142
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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412
Mount Kemble Ave, Suite 110C, Morristown, NJ 07960
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (973) 461-5200
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.002 par value
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MJCO
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On July 20, 2020,
Majesco (the “Company” or “Majesco”) issued a press release to announce the execution of the Agreement
and Plan of Merger by and among the Company, and two entities affiliated with Thoma Bravo, L.P., Magic Intermediate, LLC
(“Parent”) and Magic Merger Sub, Inc. (“Merger Sub”), a wholly-owned
subsidiary of Parent pursuant to which Majesco will merge with and into Merger Sub with Majesco being the survivor in the
merger (the “Merger”). The full text of this press release is furnished on Exhibit 99.1 hereto and is incorporated
herein by reference. The Company has also sent certain communications to its customers (the “Customer Communication”)
and its employees (the “Employee Communication”), copies of which are attached hereto as Exhibits 99.2 and 99.3, respectively,
and are incorporated herein by reference.
The Company’s parent, Majesco Limited,
also made available a presentation to its shareholders, a copy of which is attached hereto as Exhibit 99.4.
The information under this Item 7.01 of this
Current Report on Form 8-K (this “Report”), including Exhibits 99.1, 99.2, 99.3 and 99.4, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Cautionary Language Concerning Forward-Looking
Statements
This Report contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act. These forward-looking
statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance
and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light
of various important factors, including those set forth in Majesco’s reports that it files from time to time with the U.S.
Securities and Exchange Commission (the “SEC”) and which you should review, including those statements under “Item
1A – Risk Factors” in Majesco’s Annual Report on Form 10-K, as amended by its Quarterly Reports on Form 10-Q.
Important factors that could cause actual
results to differ materially from those described in forward-looking statements contained in this Report include, but are not limited
to: the incurrence of unexpected costs, liabilities or delays relating to the Merger; the failure to satisfy the conditions to
the Merger, including regulatory approvals; and the failure to obtain approval of the Merger by the shareholders of Majesco Limited.
These forward-looking statements should
not be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or
reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy
may be material. You should not regard these statements as a representation or warranty by Majesco or any other person that we
will achieve our objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of Report. Majesco disclaims any obligation to publicly update or release
any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the
date of this Report or to reflect the occurrence of unanticipated events, except as required by law.
Important Additional Information:
In connection with the proposed Merger,
Majesco will file a consent solicitation statement and other relevant documents concerning the proposed Merger with the SEC. The
consent solicitation statement and other materials filed with the SEC will contain important information regarding the Merger,
including, among other things, the recommendation of Majesco's board of directors with respect to the Merger. SHAREHOLDERS ARE
URGED TO READ THE CONSENT SOLICITATION STATEMENT AND OTHER CONSENT MATERIALS THAT MAJESCO FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You will be able to obtain the consent solicitation
statement, as well as other filings containing information about Majesco, free of charge, at the website maintained by the SEC
at www.sec.gov. Copies of the consent solicitation statement and other filings made by Majesco with the SEC can also be obtained,
free of charge, by directing a request to Majesco, 412 Mount Kemble Ave., Suite 110C, Morristown, NJ 07960, Attention: Corporate
Secretary.
Participants in the Solicitation:
Majesco and its executive officers and directors
may be deemed, under SEC rules, to be participants in the solicitation of consents from Majesco’s shareholders with respect
to the proposed Merger. Information regarding the executive officers and directors of Majesco and their respective ownership of
Majesco common stock is included in the Proxy Statement for Majesco’s 2019 Annual Meeting of Stockholders (the “2019
Proxy Statement”), filed with the SEC on July 26, 2019, and in Current Reports on Form 8-K filed with the SEC on September
10, 2019 and on July 13, 2020. To the extent that holdings of Majesco’s securities have changed since the amounts printed
in the 2019 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. More detailed information regarding the identity of the potential participants, and their direct or indirect interests,
by security holdings or otherwise, will be set forth in the consent solicitation statement and other materials to be filed with
the SEC in connection with the proposed Merger.
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Item 9.01
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Financial Statements and Exhibits.
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The exhibit listed in the following Exhibit Index is filed as
part of this Report.
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MAJESCO
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Date: July 20, 2020
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By:
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/s/ Adam Elster
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Adam Elster, Chief Executive Officer
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3
Exhibit 99.1
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412 Mt Kemble Avenue
Suite 110C
Morristown, NJ 07960
+1-973-461-5200
www.majesco.com
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PRESS
RELEASE
Majesco
to be
Acquired
by Thoma Bravo
Majesco
shareholders to receive $13.10 in cash per share
Transaction
provides significant premium to Majesco shareholders
Morristown,
NJ July 20, 2020 – Majesco (NASDAQ: MJCO), a global leader of cloud insurance software solutions for insurance
business transformation, today announced that it has signed a definitive agreement to be acquired by Thoma Bravo, L.P., a leading
private equity firm focused on the software and technology-enabled services sectors, in a transaction valuing the company at $594
million. Following the closing of the transaction, Majesco will operate as a privately held company.
Under
the terms of the agreement, all Majesco shareholders of record will receive $13.10 in cash for each share of Majesco common stock
upon closing of the transaction. The price represents a premium of approximately 74% over Majesco’s average closing price
during the 30-trading day period ended July 17, 2020.
The
proposed merger is subject to the approval of Majesco shareholders and the approval of the shareholders of Majesco’s parent
company, Majesco Limited. Majesco’s Board of Directors has unanimously approved the merger and recommends that shareholders
approve the merger and Majesco Limited's Board of Directors has unanimously approved the divestment of Majesco and recommended
to its shareholder to approve the transaction. Majesco will solicit written consents from its shareholders to approve the Merger
Agreement and expects to distribute the written consents in August 2020.
Completion
of the merger is not subject to a financing condition but is subject to the accuracy of the representations and warranties, performance
of the covenants and other agreements included in the Merger Agreement and customary closing conditions for a transaction of this
type, including regulatory approvals in the US and India. Assuming satisfaction of those conditions, the Company expects the merger
to close on or before the end of 2020.
Upon
completion of the transaction, Majesco expects to continue to operate under the leadership of CEO Adam Elster and the existing
Majesco Leadership Team.
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412 Mt Kemble Avenue
Suite 110C
Morristown, NJ 07960
+1-973-461-5200
www.majesco.com
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“Our
decision was made with the best interests of our stockholders and we believe that the transaction will also benefit our 2,400+
employees and our more than 200 customers,” said Elster. “We are extremely excited to partner with Thoma Bravo, a
firm with an established track record of working with companies transitioning to the cloud. This transaction delivers significant
cash value to our stockholders. Moreover, the added flexibility we will have as a private company, combined with the benefit of
Thoma Bravo’s knowledge and domain expertise, can allow us to more effectively focus on our long-term investment and growth
objectives, to the benefit of our employees, customers and partners. We are in alignment with Thoma Bravo on our strategic vision
to help global insurers transition to the cloud.”
“We
see Majesco as a leader in helping its insurance customers get to the cloud faster, and modernize their internal and external
facing systems,” said A.J. Rohde, a partner at Thoma Bravo. “We have tremendous confidence that Adam Elster and his
management team, coupled with our operating capabilities and experience in this market, can help these customers fulfill that
journey even quicker and more ambitiously.”
Matt
LoSardo, a Vice President at Thoma Bravo added, “We’ve followed the impressive Majesco journey for many years. Digital
transformation demand continues to grow as insurers look to modernize, and with our partnership we plan to accelerate product
investment to support the needs of the insurance industry.”
Nomura
Securities International, Inc. is acting as financial advisor to Majesco, and Sheppard, Mullin, Richter & Hampton LLP and
Khaitan & Co are acting as legal advisors to Majesco and Majesco Limited, respectively. Kirkland & Ellis LLP is acting
as legal advisor to Thoma Bravo.
About
Majesco
Majesco (NASDAQ:
MJCO) provides technology, expertise, and leadership that helps insurers modernize, innovate and connect to build the future of
their business – and the future of insurance – at speed and scale. Our platforms connect people and businesses to
insurance in ways that are innovative, hyper-relevant, compelling and personal. Over 200 insurance companies worldwide
in P&C, L&A and Group Benefits are transforming their businesses by modernizing, optimizing or creating new business models
with Majesco. Our market-leading solutions include CloudInsurer P&C Core Suite (Policy, Billing, Claims); CloudInsurer® LifePlus
Solutions (AdminPlus, AdvicePlus, IllustratePlus, DistributionPlus); CloudInsurer® L&A and Group Core Suite (Policy,
Billing, Claims); Digital1st® Insurance with Digital1st® Engagement, Digital1st® EcoExchange and Digital1st® Platform
– a cloud-native, microservices and open API platform; Distribution Management, Data and Analytics and an Enterprise Data
Warehouse. For more details on Majesco, please visit www.majesco.com.
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412 Mt Kemble Avenue
Suite 110C
Morristown, NJ 07960
+1-973-461-5200
www.majesco.com
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About
Thoma Bravo
Thoma
Bravo is a leading private equity firm focused on the software and technology-enabled services sectors. With a series of funds
representing more than $45 billion in capital commitments, Thoma Bravo partners with a Company’s management team to implement
operating best practices, invest in growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings,
with the goal of increasing the value of the business. The firm has offices in San Francisco and Chicago. For more information,
visit www.thomabravo.com.
Cautionary
Language Concerning Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act. These forward-looking statements are made on the basis of the current beliefs, expectations
and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking
statements should, therefore, be considered in light of various important factors, including those set forth in Majesco’s
reports that it files from time to time with the Securities and Exchange Commission and which you should review, including those
statements under “Item 1A – Risk Factors” in Majesco’s Annual Report on Form 10-K, as amended by its Quarterly
Reports on Form 10-Q.
Important
factors that could cause actual results to differ materially from those described in forward-looking statements contained in this
press release include, but are not limited to: the incurrence of unexpected costs, liabilities or delays relating to the merger;
the failure to satisfy the conditions to the merger, including regulatory approvals; and the failure to obtain the requisite approval
by the shareholders of Majesco Limited.
These
forward-looking statements should not be relied upon as predictions of future events and Majesco cannot assure you that the events
or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements
prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty
by Majesco or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Majesco
disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result
of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated
events, except as required by law.
Important
Additional Information:
In
connection with the proposed merger, Majesco will file a consent solicitation statement and other relevant documents concerning
the proposed merger with the SEC. The consent solicitation statement and other materials filed with the SEC will contain important
information regarding the merger, including, among other things, the recommendation of Majesco's board of directors with respect
to the merger. SHAREHOLDERS ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT AND OTHER CONSENT MATERIALS THAT MAJESCO FILES
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.
You will be able to obtain the consent solicitation statement, as well as other filings containing information about Majesco,
free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the consent solicitation statement and other filings
made by Majesco with the SEC can also be obtained, free of charge, by directing a request to Majesco, 412 Mount Kemble Ave., Suite
110C, Morristown, NJ 07960, Attention: Corporate Secretary.
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|
412 Mt Kemble Avenue
Suite 110C
Morristown, NJ 07960
+1-973-461-5200
www.majesco.com
|
Participants
in the Solicitation:
Majesco
and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of consents from
Majesco’s shareholders with respect to the proposed merger. Information regarding the executive officers and directors of
Majesco and their respective ownership of Majesco common stock is included in the Proxy Statement for Majesco’s 2019 Annual
Meeting of Stockholders (the “2019 Proxy Statement”), filed with the SEC on July 26, 2019, and in Current Reports
on Form 8-K filed with the SEC on September 10, 2019 and on July 13, 2020. To the extent that holdings of Majesco’s securities
have changed since the amounts printed in the 2019 Proxy Statement, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of the potential participants,
and their direct or indirect interests, by security holdings or otherwise, will be set forth in the consent solicitation statement
and other materials to be filed with SEC in connection with the proposed merger.
Media
Contact
Laura
Tillotson
Director, Marketing Communications and Creative Services
+ 201 230 0752
Laura.Tillotson@majesco.com
4
Exhibit 99.2
July 20th, 2020
Good Morning,
I’m
pleased to share that today Majesco announced a deal to be acquired by Thoma Bravo
L.P., a leading investment firm with a 40-year history of providing capital and strategic support to growing technology companies,
including insurance technology companies.
This
is an exciting partnership for Majesco and one that provides the scale, breadth, and capabilities to better serve and further invest
in our customers. The added benefits and flexibility we now have as a private company, combined with the knowledge and domain expertise
of Thoma Bravo, provide us with the resources needed to more effectively focus on our long-term investment and growth objectives.
Thoma Bravo shares our strategic vision and corporate culture that is built on collaboration and innovation. Because of this, we’re
confident in our ability to deliver market- leading solutions for insurance business transformation.
Upon completion of the transaction, Majesco
will continue to run under the leadership of myself and the existing Majesco Leadership Team.
We will continue to work diligently to
gain your trust and prove that our industry-recognized solutions and experienced team is well positioned to help you build the
future of insurance.
We will keep you posted on our plans moving
forward, and how this new partnership furthers our ability to support our clients. In the meantime, please do not hesitate to reach
out with any questions you may have.
We look forward to connecting with you
soon.
Thank you again for your time.
Adam Elster
CEO
Copyright © 2020 Majesco.
All rights reserved.
Majesco confidential and proprietary information for Majesco internal use only.
No unauthorized copying or distribution permitted.
Cautionary Language Concerning Forward-Looking Statements
This communication contains forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act. These forward-looking statements
are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and
are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of
various important factors, including those set forth in Majesco’s reports that it files from time to time with the Securities
and Exchange Commission (the “SEC”) and which you should review, including those statements under “Item 1A –
Risk Factors” in Majesco’s Annual Report on Form 10-K, as amended by its Quarterly Reports on Form 10-Q.
Important factors that could cause actual results to differ
materially from those described in forward-looking statements contained in this communication include, but are not limited
to: the incurrence of unexpected costs, liabilities or delays relating to the merger; the failure to satisfy the conditions
to the merger; the failure to obtain shareholder approval of the merger; and the failure of Thoma Bravo to obtain financing
anticipated to consummate the merger.
These forward-looking statements should not be relied upon as predictions
of future events and Majesco cannot assure you that the events or circumstances discussed or reflected in these statements will
be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should
not regard these statements as a representation or warranty by Majesco or any other person that we will achieve our objectives
and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this communication. Majesco disclaims any obligation to publicly update or release any revisions
to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this
communication or to reflect the occurrence of unanticipated events, except as required by law.
Important Additional Information:
In connection with the proposed merger, Majesco will file a
consent solicitation statement and other relevant documents concerning the proposed merger with the SEC. The consent
solicitation statement and other materials filed with the SEC will contain important information regarding the merger,
including, among other things, the recommendation of Majesco's board of directors with respect to the merger. SHAREHOLDERS
ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT AND OTHER CONSENT MATERIALS THAT MAJESCO FILES WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You will be able to
obtain the consent solicitation statement, as well as other filings containing information about Majesco, free of charge, at
the website maintained by the SEC at www.sec.gov. Copies of the consent solicitation statement and other filings made by
Majesco with the SEC can also be obtained, free of charge, by directing a request to Majesco, 412 Mount Kemble Ave., Suite
110C, Morristown, NJ 07960, Attention: Corporate Secretary.
Participants in the Solicitation:
Majesco and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of consents from Majesco’s shareholders with respect to
the proposed merger. Information regarding the executive officers and directors of Majesco and their respective ownership of
Majesco common stock is included in the Proxy Statement for Majesco’s 2019 Annual Meeting of Stockholders (the
“2019 Proxy Statement”), filed with the SEC on July 26, 2019, and in Current Reports on Form 8-K filed with the
SEC on September 10, 2019 and on July 13, 2020. To the extent that holdings of Majesco’s securities have changed since
the amounts printed in the 2019 Proxy Statement, such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of the potential participants, and
their direct or indirect interests, by security holdings or otherwise, will be set forth in the consent solicitation
statement and other materials to be filed with SEC in connection with the proposed merger.
July 20th, 2020
Dear Valued Partner,
I’m
pleased to share that today Majesco announced a deal to be acquired by Thoma Bravo L.P., a leading investment firm with
a 40-year history of providing capital and strategic support to growing technology companies, including insurance technology companies.
This
is an exciting opportunity for Majesco and one that provides the scale, breadth, and capabilities to better serve and further invest
in our customers and strategic partnerships. The added benefits and flexibility we now have as a private company, combined with
the knowledge and domain expertise of Thoma Bravo, provide us with the resources needed to more effectively focus on our long-term
investment and growth objectives.
Thoma Bravo shares our strategic vision and corporate culture that is built on collaboration and innovation. Because of this, we’re
confident in our ability to continue delivering our customers market- leading solutions for insurance business transformation.
Upon completion of the transaction, Majesco will operate as
a privately held company under the continued leadership of myself and the existing Majesco Leadership Team.
In partnership with Thoma Bravo, we will
continue to build on the momentum we’ve gained and keep the needs of the industry, our customers and partnerships at the
center of our vision, strategy and decision-making process.
We will keep you posted on our plans, and
how this new partnership will benefit you long-term. In the meantime, please do not hesitate to contact your representative with
any questions you may have.
We sincerely appreciate our relationship
and look forward to a successful future.
Thank you again for your continued confidence
and support of Majesco.
Adam Elster
CEO
Copyright © 2020 Majesco.
All rights reserved.
Majesco confidential and proprietary information for Majesco internal use only.
No unauthorized copying or distribution permitted.
Cautionary Language Concerning Forward-Looking Statements
This communication contains forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act. These forward-looking statements
are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and
are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of
various important factors, including those set forth in Majesco’s reports that it files from time to time with the Securities
and Exchange Commission (the “SEC”) and which you should review, including those statements under “Item 1A –
Risk Factors” in Majesco’s Annual Report on Form 10-K, as amended by its Quarterly Reports on Form 10-Q.
Important factors that could cause actual results to differ
materially from those described in forward-looking statements contained in this communication include, but are not limited
to: the incurrence of unexpected costs, liabilities or delays relating to the merger; the failure to satisfy the conditions
to the merger; the failure to obtain shareholder approval of the merger; and the failure of Thoma Bravo to obtain financing
anticipated to consummate the merger.
These forward-looking statements should not be relied upon as predictions
of future events and Majesco cannot assure you that the events or circumstances discussed or reflected in these statements will
be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should
not regard these statements as a representation or warranty by Majesco or any other person that we will achieve our objectives
and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this communication. Majesco disclaims any obligation to publicly update or release any revisions
to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this
communication or to reflect the occurrence of unanticipated events, except as required by law.
Important Additional Information:
In connection with the proposed merger, Majesco will file a consent
solicitation statement and other relevant documents concerning the proposed merger with the SEC. The consent solicitation statement
and other materials filed with the SEC will contain important information regarding the merger, including, among other things,
the recommendation of Majesco's board of directors with respect to the merger. SHAREHOLDERS ARE URGED TO READ THE CONSENT SOLICITATION
STATEMENT AND OTHER CONSENT MATERIALS THAT MAJESCO FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You will be able to obtain the consent solicitation statement, as well as other
filings containing information about Majesco, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the
consent solicitation statement and other filings made by Majesco with the SEC can also be obtained, free of charge, by directing
a request to Majesco, 412 Mount Kemble Ave., Suite 110C, Morristown, NJ 07960, Attention: Corporate Secretary.
Participants in the Solicitation:
Majesco and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of consents from Majesco’s shareholders with respect to
the proposed merger. Information regarding the executive officers and directors of Majesco and their respective ownership of
Majesco common stock is included in the Proxy Statement for Majesco’s 2019 Annual Meeting of Stockholders (the
“2019 Proxy Statement”), filed with the SEC on July 26, 2019, and in Current Reports on Form 8-K filed with the
SEC on September 10, 2019 and on July 13, 2020. To the extent that holdings of Majesco’s securities have changed since
the amounts printed in the 2019 Proxy Statement, such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of the potential participants, and
their direct or indirect interests, by security holdings or otherwise, will be set forth in the consent solicitation
statement and other materials to be filed with SEC in connection with the proposed merger.
July 20th, 2020
Dear Customer,
I’m
pleased to share that today Majesco announced a deal to be acquired by Thoma Bravo L.P., a leading investment firm with a 40-year
history of providing capital and strategic support to growing technology companies, including insurance technology companies.
This
is an exciting partnership for Majesco and one that provides the scale, breadth, and capabilities to better serve and further invest
in our customers. The added benefits and flexibility we now have as a private company, combined with the knowledge and domain expertise
of Thoma Bravo, provide us with the resources needed to more effectively focus on our long-term investment and growth objectives.
Thoma Bravo shares our strategic vision and corporate culture that is built on collaboration and innovation. Because of this, we’re
confident in our ability to continue delivering our customers market- leading solutions for insurance business transformation.
Upon completion of the transaction, Majesco will operate as
a privately held company under the continued leadership of myself and the existing Majesco Leadership Team.
We are grateful for your trust and remain
committed to delivering the same high level of service as we work together to create the future of insurance.
We will keep you posted on our plans, and
how this new partnership will benefit you long-term. In the meantime, please do not hesitate to contact your representative with
any questions you may have.
We sincerely appreciate and value your
business.
Thank you again for your continued support.
Adam Elster
CEO
Copyright © 2020 Majesco.
All rights reserved.
Majesco confidential and proprietary information for Majesco internal use only.
No unauthorized copying or distribution permitted.
Cautionary Language Concerning Forward-Looking Statements
This communication contains forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act. These forward-looking statements
are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and
are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of
various important factors, including those set forth in Majesco’s reports that it files from time to time with the Securities
and Exchange Commission (the “SEC”) and which you should review, including those statements under “Item 1A –
Risk Factors” in Majesco’s Annual Report on Form 10-K, as amended by its Quarterly Reports on Form 10-Q.
Important factors that could cause actual results to differ
materially from those described in forward-looking statements contained in this communication include, but are not limited
to: the incurrence of unexpected costs, liabilities or delays relating to the merger; the failure to satisfy the conditions
to the merger; the failure to obtain shareholder approval of the merger; and the failure of Thoma Bravo to obtain financing
anticipated to consummate the merger.
These forward-looking statements should not be relied upon as predictions
of future events and Majesco cannot assure you that the events or circumstances discussed or reflected in these statements will
be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should
not regard these statements as a representation or warranty by Majesco or any other person that we will achieve our objectives
and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this communication. Majesco disclaims any obligation to publicly update or release any revisions
to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this
communication or to reflect the occurrence of unanticipated events, except as required by law.
Important Additional Information:
In connection with the proposed merger, Majesco will file a consent
solicitation statement and other relevant documents concerning the proposed merger with the SEC. The consent solicitation statement
and other materials filed with the SEC will contain important information regarding the merger, including, among other things,
the recommendation of Majesco's board of directors with respect to the merger. SHAREHOLDERS ARE URGED TO READ THE CONSENT SOLICITATION
STATEMENT AND OTHER CONSENT MATERIALS THAT MAJESCO FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You will be able to obtain the consent solicitation statement, as well as other
filings containing information about Majesco, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the
consent solicitation statement and other filings made by Majesco with the SEC can also be obtained, free of charge, by directing
a request to Majesco, 412 Mount Kemble Ave., Suite 110C, Morristown, NJ 07960, Attention: Corporate Secretary.
Participants in the Solicitation:
Majesco and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of consents from Majesco’s shareholders with respect to
the proposed merger. Information regarding the executive officers and directors of Majesco and their respective ownership of
Majesco common stock is included in the Proxy Statement for Majesco’s 2019 Annual Meeting of Stockholders (the
“2019 Proxy Statement”), filed with the SEC on July 26, 2019, and in Current Reports on Form 8-K filed with the
SEC on September 10, 2019 and on July 13, 2020. To the extent that holdings of Majesco’s securities have changed since
the amounts printed in the 2019 Proxy Statement, such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of the potential participants, and
their direct or indirect interests, by security holdings or otherwise, will be set forth in the consent solicitation
statement and other materials to be filed with SEC in connection with the proposed merger.
Exhibit 99.3
July 20th, 2020
Majesco Team,
We announced some very exciting news today:
Majesco signed a definitive agreement to be acquired by Thoma Bravo, a leading private equity investment firm with a 40-year history
of providing capital and strategic support to growing technology companies.
For many of you, this is likely surprising
news given our positive results in FY20 and the significant investments we have made in the past year to build a modern, scalable
organization. We continue to see strong financial results and receive positive press regarding our industry-leading cloud solutions.
We believe this is a great opportunity and the right time to build upon that momentum and further strengthen our position in the
market.
It is because of your efforts and the progress
we’ve made, that we are in a position to choose the best path forward for Majesco. We are confident we found the right partner
in Thoma Bravo, who has a proven track record of success in driving growth and innovation that result in long-term value. This
is a smart partnership for Majesco that will provide the scale, breadth and capabilities to compete more effectively and further
our work in creating the future of insurance.
I realize this news is unexpected and I
am sure you are all wondering what this means for you. Rest assured that we do not anticipate changes to our organization outside
of the ordinary course in the near term, and upon completion of the transaction, we will continue to operate under the leadership
of myself and the existing Majesco Leadership Team. We’re committed to keeping you informed with regular updates regarding
the status of the transaction process through its closing, which is expected to take place in Q3.
I am sure that many of you have questions.
To address these questions or any concerns, we will be hosting a Town Hall on Wednesday, July 22nd at [XX] to provide additional
details. In the meantime, if you receive any inquiries from the press or analyst communities, please refrain from commenting and
direct them to Denise Garth at denise.garth@majesco.com.
I want to thank you for your continued
contribution to our success. As we work through the details, I’d ask that you remain focused on executing our FY21 business
plan and goals while continuing to provide our customers and partners with the superior experience and solutions they have come
to expect from us.
This is an exciting next chapter in Majesco’s
journey.
Thank you again for all that you continue
to do to help our One Global Majesco Team thrive.
Adam
Cautionary Language Concerning Forward-Looking
Statements
This communication contains forward-looking
statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act. These
forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees
of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered
in light of various important factors, including those set forth in Majesco’s reports that it files from time to time with
the Securities and Exchange Commission and which you should review, including those statements under “Item 1A – Risk
Factors” in Majesco’s Annual Report on Form 10-K, as amended by its Quarterly Reports on Form 10-Q.
Important factors that could cause actual
results to differ materially from those described in forward-looking statements contained in this communication include, but are
not limited to: the incurrence of unexpected costs, liabilities or delays relating to the merger; the failure to satisfy the conditions
to the merger; the failure to obtain shareholder approval of the merger; and the failure of Thoma Bravo to obtain financing anticipated
to consummate the merger..
These forward-looking statements should
not be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or
reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy
may be material. You should not regard these statements as a representation or warranty by Majesco or any other person that we
will achieve our objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this presentation. Majesco disclaims any obligation to publicly
update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise,
after the date of this communication or to reflect the occurrence of unanticipated events, except as required by law.
Important Additional Information:
In connection with the proposed merger,
Majesco will file a consent solicitation statement and other relevant documents concerning the proposed merger with the SEC. The
consent solicitation statement and other materials filed with the SEC will contain important information regarding the merger,
including, among other things, the recommendation of Majesco's board of directors with respect to the merger. SHAREHOLDERS ARE
URGED TO READ THE CONSENT SOLICITATION STATEMENT AND OTHER CONSENT MATERIALS THAT MAJESCO FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You will be able to obtain the consent solicitation
statement, as well as other filings containing information about Majesco, free of charge, at the website maintained by the SEC
at www.sec.gov. Copies of the consent solicitation statement and other filings made by Majesco with the SEC can also be obtained,
free of charge, by directing a request to Majesco, 412 Mount Kemble Ave., Suite 110C, Morristown, NJ 07960, Attention: Corporate
Secretary.
Participants in the Solicitation:
Majesco and its executive officers and
directors may be deemed, under SEC rules, to be participants in the solicitation of consents from Majesco’s shareholders
with respect to the proposed merger. Information regarding the executive officers and directors of Majesco and their respective
ownership of Majesco common stock is included in the Proxy Statement for Majesco’s 2019 Annual Meeting of Stockholders (the
“2019 Proxy Statement”), filed with the SEC on July 26, 2019, and in Current Reports on Form 8-K filed with the SEC
on September 10, 2019 and on July 13, 2020. To the extent that holdings of Majesco’s securities have changed since the amounts
printed in the 2019 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form
4 filed with the SEC. More detailed information regarding the identity of the potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in the consent solicitation statement and other materials to be
filed with SEC in connection with the proposed merger.
Exhibit 99.4
InvestorPresentation Update July 20.2020
© 2020 Majesco. Allrights reserved 2 Disclaimer: Thematerialinthispresentationisgiveninsummaryformanddoesnotpurporttobecomplete.Informationinthispresentation,includingforecastfinancial information,shouldnotbeconsideredasadviceorarecommendationtoinvestorsorpotentialinvestorsinrelationtoholding,purchasingorsellingsecurities. Thispresentationmaycontainforwardlookingstatementsandunduerelianceshouldnotbeplacedontheseforwardlookingstatements. ImportantInformation: Inconnectionwiththeproposedmerger,Majescowillfileaconsentsolicitationstatementandotherrelevantdocumentsconcerningtheproposedmergerwith theSEC.TheconsentsolicitationstatementandothermaterialsfiledwiththeSECwillcontainimportantinformationregardingthemerger,including, among otherthings,therecommendationofMajesco'sboardofdirectorswithrespecttothemerger.SHAREHOLDERSAREURGEDTOREADTHECONSENT SOLICITATIONSTATEMENTANDOTHERCONSENTMATERIALSTHATMAJESCOFILESWITHTHESECWHENTHEYBECOMEAVAILABLEBECAUSETHEYWILL CONTAINIMPORTANTINFORMATIONABOUTTHEMERGERANDRELATEDMATTERS.Youwillbeabletoobtaintheconsentsolicitationstatement,aswellas otherfilingscontaininginformationaboutMajesco,freeofcharge,atthewebsitemaintainedbytheSECatwww.sec.gov.Copiesoftheconsentsolicitation statementandotherfilingsmadebyMajescowiththeSECcanalsobeobtained,freeofcharge,bydirectingarequesttoMajesco,412MountKembleAve., Suite110C,Morristown,NJ07960,Attention:CorporateSecretary. ParticipantsintheSolicitation: Majescoanditsexecutiveofficersanddirectorsmaybedeemed,underSECrules,tobeparticipantsinthesolicitationofconsentsfromMajesco’sshareholders withrespecttotheproposedmerger.InformationregardingtheexecutiveofficersanddirectorsofMajescoandtheirrespectiveownershipofMajescocommon stockisincludedintheProxyStatementforMajesco’s2019AnnualMeetingofStockholders(the“2019ProxyStatement”),filedwiththeSEConJuly26,2019, andinCurrentReportsonForm8-KfiledwiththeSEConSeptember10,2019andonJuly13,2020.Totheextentthatholdingsof Majesco’ssecuritieshave changedsincetheamountsprintedinthe2019ProxyStatement,suchchangeshavebeenorwillbereflectedonStatementsofChangeinOwnershiponForm4 filedwiththeSEC.Moredetailedinformationregardingtheidentityofthepotentialparticipants,andtheirdirectorindirectinterests,bysecurityholdingsor otherwise,willbesetforthintheconsentsolicitationstatementandothermaterialstobefiledwithSECinconnectionwiththeproposedmerger.
© 2020 Majesco. Allrights reserved 3 CautionaryLanguageConcerningForward-LookingStatements Thispresentationcontainsforward-lookingstatementswithinthemeaningofthe“safeharbor”provisionsofthePrivateSecuritiesLitigationReformAct. Theseforward-lookingstatementsaremadeonthebasisofthecurrentbeliefs,expectationsandassumptionsofmanagement,arenotguaranteesof performanceandaresubjecttosignificantrisksanduncertainty.Theseforward-lookingstatementsshould,therefore,beconsideredinlightofvarious importantfactors,includingthosesetforthinMajesco’sreportsthatitfilesfromtimetotimewiththeSecuritiesandExchangeCommissionandwhich youshouldreview,includingthosestatementsunder“Item1A–RiskFactors”inMajesco’sAnnualReportonForm10-K,asamendedbyitsQuarterly ReportsonForm10-Q. Importantfactorsthatcouldcauseactualresultstodiffermateriallyfromthosedescribedinforward-lookingstatementscontainedinthispressrelease include,butarenotlimitedto:theincurrenceofunexpectedcosts,liabilitiesordelaysrelatingtothemerger;thefailuretosatisfytheconditionstothe mergerandincludingregulatoryapprovals;thefailuretoobtainapprovalofthemergerbytheshareholdersofMajesco’sparentcompanyMajesco Limited;and These forward-looking statements should not be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by Majesco or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Majesco disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated events, except as required bylaw
1. TransactionSummary 2. MajescoGroupLegalStructure 3. Current MarketCapitalization 4. TransactionValue 5. ValuerealizationtoMajescoLtdShareholders 6. UseofProceeds,ApprovalsandTimelines AGENDA
© 2020 Majesco. Allrights reserved TransactionSummary 5 Majesco (MJCO), subsidiary of Majesco Limited, has signed a definitive agreement to be acquired by Thoma Bravo, L.P., a leading private equity firm focused on the software and technology-enabled services sectors, in a transaction valuing the company at $594 million. Following the closing of the transaction, Majesco will operate as a privately-heldcompany. Underthetermsoftheagreement,allMajescoshareholdersofrecordwillreceive$13.10foreachshareofMJCO’scommonstockheldby themuponclosingofthetransaction.Thepricerepresentsapremiumofapproximately74%overMJCO’saverageclosingpriceduringthe 30-tradingdayperiodendingJuly17,2020. Transaction MJCO’s Board of Directors has unanimously approved the merger and recommends that shareholders approve the merger. MJCO will solicit written consents from its shareholders to approve the MergerAgreement. Completion of the merger is not subject to a financing condition, but is subject to the accuracy of the representations and warranties, performance of the covenants and other agreements included in the Merger Agreement, approval of the shareholders of MJCO and Majesco Limited in India and customary closing conditions for a transaction of this type including regulatory approvals in the US andIndia MajescoLtd.BoardhasunanimouslyapprovedthestakesaleatitsboardmeetingheldonJuly20,2020. Rationale Transaction unlocks significant value for Shareholders at the Hold Co. Level –MajescoLimited The Acquiror is desirous of holding 100% of MJCO and take private in US. Accordingly, merger was the best route availableto consummate the proposed transaction under the applicable regulatory framework in theUS.
© 2020 Majesco. Allrights reserved Majesco Group LegalStructure 6 MAJESCOLTD (BSE/NSE) 74.07% Promoters Public 61.77%38.23% Public 25.93% 8 Direct &Indirect Subsidiaries MAJESCO(MJCO) (NASDAQ) 100.00% NB : Shareholding shown based on outstandingshares Majesco Ltd owns 32.11 Mn shares in Majesco(MJCO)
© 2020 Majesco. Allrights reserved Current MarketCapitalization 7 Current Market Cap of Majesco (MJCO) USD 331Mn Source: NSE,NASDAQ Based on closing price on17-Jul-20 Majesco (MJCO) -US-Market PriceData Unit Value Close Price on Nasdaq(17-July-2020) USD 7.64 52 week high /low USD 10.03 /4.57 30 dayaverage USD 7.53 3 monthaverage USD 6.73 6 monthaverage USD 6.55 12 monthaverage USD 7.51 Current Market Cap of Majesco Ltd INR 10,576Mn Majesco Ltd (India)-Market PriceData Unit Value Close Price on NSE(17-July-2020) INR 368 52 week high /low INR 567/168 30 dayaverage INR 360 3 monthaverage INR 321 6 monthaverage INR 329 12 monthaverage INR 376
TransactionValue PricePremiums Unit Value Transaction price pershare USD 13.1 % Premium to close price(17-July-2020) % 71.5% % Premium to 30 daysaverage % 74.0% % Premium to 3 monthaverage % 94.7% % Premium to 52 weekhigh/low % 30.6%/186.7% *Note: The terms EBITDA and Adjusted EBITDA are not defined under U.S. generally accepted accounting principles (U.S. GAAP), and are not a measure of operating income,operatingperformanceorliquiditypresentedinaccordancewithU.S.GAAP.ReconciliationofAdjustedEBITDAtoNetIncome isprovidedintheAppendix (slide 30 © 2020 Majesco. All rightsreserved Majesco (MJCO) -TransactionValue Unit Value Transaction price pershare USD 13.1 Fully DilutedShares NosMn 45.33 EquityValue USDMn 593.8 Implied Enterprisevalue USDMn 565.3 P/E (FY2020) X 58.4 EV / Adjusted EBITDA(FY2020)* X 31.4 EV / Revenue (FY2020) X 3.9
Value Realization to Majesco LtdShareholders Majesco Ltd (India) -Valuerealisation Unit Value Nos of Shares held inMJCO NosMn 32.11 Price Offered pershare USD 13.1 Value to Majesco Ltd(Pre-tax) USDMn 420.7 Value to Majesco Ltd(Pre-tax) INRMn 31549 Current Market Cap(17-July-2020) INRMn 10576 Difference to current marketcap INRMn 20973 % Difference to current marketcap % 198.3% Source: NSE,NASDAQ Based on closing price on17-Jul-20 USD/INR=75 The above nos do not include value for the real estate owned by MajescoLtd © 2020 Majesco. All rightsreserved Majesco Ltd (India) -Value realisation pershare Unit Value Current O/sshares NosMn 28.75 Fully Diluted Equity (inclESOP/RSU) NosMn 30.32 Value on Proposed MJCO StakeSale INRMn 31549 Value after Capital Gains Tax(assumed) INRMn 25555 CashBalance INRMn 262 Total CashValue INRMn 25817 Cash Value pershare INR 852
© 2020 Majesco. Allrights reserved Use of Proceeds, Approvals andTimelines Use ofProceeds KeyApprovals The Company intends to distribute entire proceeds from the sale of its stake in Majesco (MJCO) (net of taxes, transaction costs and other expenses to be incurred during the intermediary period), to the Company’s shareholders in a tax efficient manner, as expeditiously aspossible. Thedistributiontoshareholdersis anticipatedtobeintheformofsharebuybackand/ordividend Timelines Expected Transaction Closure Date –on or before end of2020 Approval inIndia Shareholderapproval RBIApproval 281-Income TaxNOC Approval inUS SEC Clearance HSR / AntiTrust ShareholderApproval
© 2020 Majesco. Allrights reserved Appendix 11
© 2020Majesco. All rightsreserved Reconciliation of Adjusted EBITDA to NetIncome FY19 NET NET CAS CAS H/ H (DEBT) P OSITI TI ON ON 12 FY20 Add:ExceptionalItems:M&ACosts $0.4M $0.0M $0.7M Add: StockBased Compensation $2.9M $1.6M $2.9M Less:Reversalofaccrualforcontingent liability $(0.8)M $0.0M $(2.8)M NetIncome Add:ProvisionforTax Add:Depreciation&Amortization Add: InterestExpenses Less: InterestIncome Less:Other(Income)/expensesnet EBITDA $14.5M $(0.9)M $0.1M $3.5M $4.7M $0.6M $(0.0)M $(0.0)M $4.5M $6.1M $4.3M $0.5M $(0.1)M $(0.4)M $6.7M $17.0M $9.7M $4.2M $4.8M $(1.3)M $17.2M $18.0M Note: The terms EBITDA and Adjusted EBITDA are not defined under U.S. generally accepted accounting principles (U.S. GAAP), and are not a measure of operating income, operating performance or liquidity presented in accordance with U.S.GAAP. FY17 AdjustedEBITDA $0.4M $(0.6)M
© 2020 Majesco. Allrights reserved ThankYou 13