Majesco entered into a letter of intent to acquire InsPro Technologies Corporation from a group of sellers for approximately $12 million.
The agreement may be terminated at any time prior to the closing by mutual written consent of Majesco and InsPro upon the occurrence or non-occurrence of certain events, or if the closing does not occur by April 30, 2020. If InsPro terminates the agreement in connection with a superior proposal or Majesco terminates the agreement in connection with InsPro's Board recommendation change, InsPro shall pay to Majesco a termination fee equal to $0.72 million in cash. The transaction is subject to customary closing conditions, including stockholder approval of InsPro Technologies Corporation and Majesco. The agreement has been unanimously approved by the Board of Majesco and Inspro. The Merger is not subject to a financing condition. The transaction is expected to close in April 2020. Nomura Securities International, Inc. acted as financial advisor as well as fairness opinion provider and James W. McKenzie of Morgan, Lewis & Bockius LLP acted as legal advisor for InsPro Technologies Corporation. Needham & Company, LLC acted as financial advisor and Valérie Demont, Michael Chan, Dmitriy Chelnitsky, Judith Fiorini, Dan Yannuzzi and Sean Kirby of Sheppard, Mullin, Richter & Hampton LLP acted as legal advisor for Majesco. Broadridge Financial Solutions, Inc. acted as information agent for InsPro Technologies. InsPro agreed to pay a fee of $9,800 to Broadridge. InsPro has agreed to pay Nomura for its financial advisory services an aggregate fee of $1.5 million, of which $0.5 million was payable upon issuance of Nomura's opinion.