Maxify Solutions Inc. entered into a definitive agreement to acquire SimiGon Ltd. (AIM:SIM) for $8.4 million on January 14, 2022. As a part of consideration, the shareholders of SimiGon will receive shares of Common Stock of Maxify on the basis of a fully-diluted valuation of SimiGon of $8.5 million against a fully-diluted pre-Merger valuation of Maxify of $135 million. The consideration per share to shareholders of SimiGon is expected to be $0.165 per share. In a related transaction, Maxify Solutions Inc. will acquire all the assets and activities of Breezer Holdings LLC. Pursuant to the Merger Agreement and upon completion and subject to customary closing conditions of the Merger Agreement, SimiGon will merge with Power Breezer Sub Ltd., a wholly-owned subsidiary of Maxify. As a part of merger, SimiGon will cancel its admission to trading on AIM. It is Maxify's intention to provide shareholders liquidity by consummating an initial public offering and listing of its shares on NASDAQ (the "IPO") as soon as practicable following the Merger. Termination fee of $1.25 million may be payable should the Merger be terminated by SimiGon. Transaction is subject to approval of shareholders of SimiGon at the Special General Meeting. SimiGon Board of Directors unanimously recommends shareholders that the transaction is fair and in the best interests of SimiGon and its shareholders and unanimously recommends to vote in favour of the transaction. The Special General Meeting of Shareholders of SimiGon is to be held on February 18, 2022. SimiGon has received voting agreements from certain supporting shareholders to vote in favor of the Resolutions in respect of, in aggregate, 17,908,528 Ordinary Shares representing approximately 34.84% stake. As of February 18, 2022, shareholders of SimiGon has approved the transaction. On February 20, 2022, Gal Erez, a holder of 2,050,000 Shares of SimiGon constituting approximately 4% the share capital, filed a lawsuit in the Tel Aviv District Court against SimiGon and Amos Vizer requesting certain remedies for the removal of alleged minority shareholders oppression.

Merger is expected to become effective on March 21, 2022. Cancellation of admission to trading on AIM of SimiGon is expected on March 22, 2022. SimiGon Ltd is expected to trade last on March 25, 2022. As on March 28, 2022, the certificate consummating the Merger had not been issued by the Registrar of Companies by close of business in Israel today as previously anticipated.

BDO Ziv Haft Consulting & Management, Ltd. acted as fairness opinion provider to SimiGon. Henrik Persson of finnCap Ltd acted as financial advisor to SimiGon.

Maxify Solutions Inc. completed the acquisition of SimiGon Ltd. (AIM:SIM) on April 4, 2022