Cover-All's Shareholders Approve Merger with Majesco

Cover-All Technologies Inc. (NYSE MKT: COVR), a leading provider of innovative and modern P/C insurance technology solutions, announced today that its shareholders have approved Cover-All's adoption of the Agreement and Plan of Merger, signed on December 14, 2014 and amended on February 18, 2015, and the proposed merger of Cover-All with and into Majesco, a global provider of core systems and services to the insurance industry, with Majesco continuing as the surviving entity. Shares representing more than 68% of Cover-All's issued and outstanding shares were voted with more than 95% of the votes cast in favor of the proposal, representing more than 65% Cover-All's issued and outstanding shares. "I am pleased by the strong shareholder support for this merger transaction," said Manish Shah, President and CEO of Cover-All. The closing of the merger is anticipated to occur on Friday, June 26, 2015. Under the terms of the merger agreement, each outstanding share of common stock of Cover-All will be exchanged for 0.21641 of a share of common stock of Majesco. No fractional shares of Majesco common stock will be issued to Cover-All stockholders in the merger. Instead, Cover-All stockholders will be entitled to receive the next highest number of whole shares of Majesco common stock in lieu of any fractional shares of Majesco common stock that they would otherwise be entitled to receive in the merger. All outstanding and unexercised options to purchase Cover-All common stock, whether or not exercisable or vested, will be replaced and substituted for by options to purchase Majesco common stock on the same terms and conditions as were applicable to such options immediately prior to the effective time of the merger, with the number of shares subject to, and the exercise price applicable to, such options being appropriately adjusted based on the exchange ratio described above. The terms of each restricted stock unit ("RSU") that is settleable in shares of Cover-All common stock that is outstanding and unvested prior to the effective time of the merger and does not fully vest by its terms as of the effective time will be adjusted as necessary and replaced and substituted for by a RSU to acquire Majesco common stock on the same terms and conditions as were applicable to such RSU immediately prior to the effective time, as adjusted based on the exchange ratio described above. The shares of the combined company will be publicly traded on the NYSE MKT under ticker symbol MJCO on or about June 29, 2015, subject to official notice of issuance.