Conduit to Combine Client Connect Business with Perion

Perion Network Ltd.

, and Conduit Ltd., a privately-held corporation, today announced an agreement to combine Conduit's Client Connect business (“Client Connect”) with Perion in an all-stock transaction, establishing Perion as a significant force in the search distribution industry. The immediately accretive combination will create a fast-growing, “top tier” search distribution company, generating $367 million in pro forma non-GAAP revenue and $109 million in pro forma EBITDA for the 12 months ended June 30, 2013. The newly combined Perion operation will represent more than 260,000 publisher and content partners. Josef Mandelbaum, Perion's CEO, commented, “This is a transformational event for our company, and a powerful combination for our employees and shareholders. This is truly a case where one plus one equals three. Our businesses complement each other and will enable us to increase investment in our monetization and distribution platform, mobile efforts, display advertising and product innovation. I am very happy to welcome all the talented Client Connect employees to Perion and look forward to continuing to build on the great success they have achieved to date.” Ronen Shilo, CEO and co-founder of Conduit, added, “We couldn't be happier with this combination. Perion is a thriving, public company that shares our values of entrepreneurship and integrity. I have known Josef for a long time, and I can think of no one better equipped to take Client Connect forward.” Conduit will spin off its Client Connect business, which includes its monetization and distribution platform for publishers and developers. Under the agreement, the spin-off company will be combined with Perion, which upon closing will issue to Conduit shareholders between 57-60 million shares, based on Perion's fully diluted share count at closing. Following the closing, Perion will be owned 81% by the existing Conduit shareholders and option holders and 19% by existing Perion shareholders and option holders, on a fully diluted basis. The combined organization will be led by Josef Mandelbaum, Perion's current Chief Executive Officer, and Yacov Kaufman, Perion's current Chief Financial Officer, who will continue to serve in those capacities. Josh Wine will join Perion as President and continue to lead the Client Connect business. Dror Erez, co-founder of Conduit, and Roy Gen, Conduit's CFO, will join Perion's Board of Directors at closing. This combination is the product of Conduit's decision to spin off Client Connect, its monetization business, and Perion's growth strategy through acquisitions. Conduit will continue to operate and invest in its high growth emerging businesses which are not part of the transaction; they include its U browser ecosystem and Conduit Mobile, a fast-growing DIY app-creation platform.w(s).