Perion Network would have to pay Affle $14.7 million if it walked away from their $420 million merger to accept a better offer, or $10.5 million if the rival deal is signed before the go-shop window shuts on December 11, according to the merger agreement the Israeli advertising technology company filed with the US Securities and Exchange Commission on November 2, 2026. The contract, dated November 1, also sets out what an ad tech buyer asks a target to promise about its standing with Google, Apple, Meta and Amazon, about consent signals, tracking identifiers and fraud refunds - and how much of that it agrees to overlook when the rest of the industry behaves the same way.

Perion's announcement on November 1 said a termination fee existed but not how large it was. The agreement fills that gap and much else: an outside date of April 30, 2027, the share count behind the price, the structure of Affle's financing, and a list of restrictions that stop Perion from buying back shares, acquiring companies or cutting more than 20 jobs in any six-month period without Affle's consent while the deal is pending.

In Short

Perion, an ad tech company, signed a contract to be bought by Affle for $11.70 a share, and the full contract is now public. If Perion leaves for a better offer it must pay Affle $10.5 million or $14.7 million, depending on when that offer is signed, and until the deal closes it cannot buy back its own shares, buy other companies or make large job cuts without Affle's agreement. Perion also had to promise that its accounts with Google, Apple, Meta and Amazon are in good standing and that it follows privacy and fraud rules, except where it simply does what most of the ad tech industry does. Shareholders still have to vote, and either side can call the deal off if it has not closed by April 30, 2027.

What Perion promised about Google, Apple, Meta and Amazon

Much of a merger agreement could belong to a deal in any sector. Section 3.18, headed "Digital Advertising and Platform Matters," could only have been written for an ad tech company, and it is the clearest public account so far of what Affle required Perion to promise before agreeing to pay $11.70 a share.

The agreement defines a platform broadly: operating systems, app stores, browsers, connected-device environments, social networks, search engines, ad exchanges, demand-side platforms, supply-side platforms, measurement and attribution services and walled gardens, in each case where Perion distributes or monetizes advertising or obtains "data, inventory, identifiers or advertising demand." A Material Platform is any such platform run by one of Perion's ten largest customers or fifteen largest vendors, measured over the twelve months from September 1, 2025 to August 31, 2026, that is material to the business - "including in any event each Platform operated by Google, Apple, Meta or Amazon."

For each Material Platform, Perion represented that it has, to its knowledge, complied in all material respects with the platform's terms for three years. It also represented that each "account, seat, developer credential, application, software development kit registration and Platform-issued identifier" it holds is in good standing, and that none has in that period "been suspended, terminated, restricted, throttled, rate-limited, delisted, demonetized or made subject to any policy strike, warning, remediation demand, audit or probationary status." That list of verbs reads like an inventory of everything a walled garden can do to a vendor.

There is a qualification that matters. The whole section opens with "Except as set forth in Section 3.18 of the Company Disclosure Letter," and that letter is confidential. The warranty is therefore only as clean as a schedule no outsider can read, and the agreement offers no hint of what, if anything, sits in it.

The four named companies are also notable for one absence. Microsoft is not among them, even though changes to its Bing search distribution marketplace were the main reason given for the 39% fall in Perion's revenue in the second quarter of 2024. Microsoft could still qualify through the customer or vendor test; the agreement does not say either way.

The second set of promises concerns tracking. Perion represented that its collection and onward transmission of mobile advertising identifiers, device identifiers, cookies, pixels, tags, software development kits and "probabilistic or deterministic identity graphs" has, for three years, complied in material respects with each Material Platform's rules. Those rules include Apple's App Tracking Transparency regime, which the clause lists alongside "attribution reporting, privacy sandbox, topics, aggregated measurement or equivalent framework." Two of those names, attribution reporting and topics, belong to the Privacy Sandbox technologies that Google said in October 2025 it would retire across Chrome and Android. Because the warranty looks back three years, it still covers the period in which they were live.

Industry codes come next. Perion promised material compliance with Interactive Advertising Bureau standards, "including the Transparency and Consent Framework and any applicable multi-state privacy agreement or global privacy platform specification," and with the codes of the Network Advertising Initiative, and said that to its knowledge no such body had in three years made "any finding of non-compliance, censure, suspension or revocation of membership or certification."

The data protection section, 3.19, is more specific still. Where consent is the legal basis, Perion said that for its own websites it has kept records of "freely given, specific, informed and unambiguous consent," or has "relied on third party practices or business partners, such as those of publishers or data brokers, to collect such consent," or has adopted an opt-out and honored "US and EEA universal opt-out or global privacy control signal." It maintains an IAB-certified consent management platform on its website, has appointed a global data protection officer, and does not knowingly process data of children under 13 except in compliance with the law. It has never paid "any perpetrator of any data breach, ransomware or cyber-attack," and the confidential letter lists every material security incident of the past three years.

One sentence in that section is an admission rather than a promise. On transfers of personal data out of the European Economic Area, the UK, Switzerland and Israel, Perion said it uses commercially reasonable efforts to sign its standard data protection agreement with material counterparties, "it being understood that not all of such material commercial counterparties have accepted such standard form of agreement or provisions." Data transfer terms, in other words, are not uniform across Perion's partners.

Fraud, refunds and the $250,000 line

Section 3.18(e) covers the problem advertisers raise most often with intermediaries. Perion represented that it runs policies, technical controls and supply-path diligence designed to detect, prevent and remediate invalid traffic, ad fraud, domain spoofing, misrepresented inventory, bot traffic, click and impression fraud, malvertising, and "brand-safety or content-adjacency violations."

It also represented that in three years it has not received any material written "claim, chargeback, make-good demand, refund demand, credit demand or audit finding" from "any advertiser, agency, publisher, demand-side platform, supply-side platform, exchange or measurement or verification vendor" alleging invalid traffic, fraud, discrepancies or brand-safety failures, and has not been required to issue any material refund or credit. Every such matter above $250,000, alone or combined with related matters, is listed in the disclosure letter. The threshold says something about scale: a single make-good claim above a quarter of a million dollars is significant enough to be named individually in a $420 million transaction.

The rest of 3.18 covers the law of advertising itself. Advertising Laws are defined to include Section 5 of the Federal Trade Commission Act, the FTC's guides on endorsements and testimonials and its .com Disclosures guidance, US state unfair and deceptive practices laws, the EU Unfair Commercial Practices Directive and the Digital Services Act. The confidential letter lists every material notice, inquiry, subpoena or civil investigative demand Perion received in three years from the FTC, a state attorney general or the Israeli Consumer Protection and Fair Trade Authority. A separate warranty covers the CAN-SPAM Act, the Telephone Consumer Protection Act, the ePrivacy Directive and Section 30A of Israel's Communications Law, the country's anti-spam rule.

Artificial intelligence gets a line of its own in the intellectual property section. Perion represented that all "material Company Source Code, algorithms, data models and artificial intelligence or machine-learning models and related training materials and datasets" used in its products are owned or validly licensed, under licenses that survive the deal without third-party consent. That covers Outmax, the campaign agent Perion has promoted with client results in its annual report.

The "customary practices" clause

Several of those promises carry the same exception. Non-compliance with advertising law is excused where it "is consistent with customary practices in the ad-tech business." So are gaps in compliance with platform tracking rules, with electronic marketing laws, and with the legal basis and consent requirements for processing personal data. Section 3.19(g) then states the principle in general form: Perion "will not be in breach of any representation set forth in Section 3.18 or this Section 3.19 to the extent arising from its breach of any Advertising Law, Platform Terms, or Data Protection Requirements with respect to which it's activities have been in accordance with customary practice in the ad-tech industry."

The phrase is defined. Customary practices are those relating to personal data and to "the collection, use, sharing and monetization of data in connection with the delivery, targeting, personalization, measurement, attribution and optimization of digital advertising, that, at the relevant time, are generally adopted and followed by a majority of well-established participants in the digital advertising technology industry operating in the jurisdictions in which the Company or the applicable Company Subsidiary operates." IAB and NAI frameworks count, "where applicable." The burden sits with Perion: the practice must be "reasonably demonstrated by the Company."

What does the clause actually do? The answer lies in two other provisions. Under Section 9.2, none of Perion's representations survives closing, so the agreement gives Affle no claim for a breached warranty once the deal completes. And under Section 7.2(a), most of Perion's representations need only be accurate enough that any errors do not add up to a Company Material Adverse Effect. The warranties therefore matter mainly before closing, as grounds on which Affle could refuse to complete or terminate for breach. The customary practices clause narrows those grounds further: a privacy or advertising law problem that a majority of established ad tech companies share would not count against Perion at all.

In plain terms, Affle has agreed to take industry-wide regulatory exposure as a feature of the market it is buying into, and to hold Perion to account only for problems that are Perion's own. The definition of a material adverse effect points the same way: it excludes changes in "the industries in which the Company and the Company Subsidiaries operate" and changes in law, unless they hit Perion disproportionately compared with similar companies. The clause leaves one practical question open. Deciding what "a majority of well-established participants" does on consent or identity resolution would require evidence about competitors' internal practices, and the agreement does not say how such a dispute would be settled beyond pointing to the courts of Tel Aviv-Jaffa.

The price of walking away

The termination fee applies in three situations. Perion pays it if it terminates the agreement to sign a superior proposal, and the money must arrive "prior to or substantially concurrently with" the termination. It pays within two business days if Affle terminates after Perion's board changes its recommendation. And it pays under a tail provision if the deal fails because the outside date passes, shareholders vote it down or Perion breaches the agreement, a rival proposal was on the table and not withdrawn, and within twelve months Perion signs or completes a transaction with that same rival.

The amount is $14.7 million, except that it is $10.5 million "if the definitive agreement for the Competing Proposal giving rise to the applicable Company Termination Fee was entered into during the Go Shop Period." Those figures equal 3.5% and 2.5% of the $420 million equity value, or roughly 41 cents and 29 cents per fully diluted share. Set against the $228.3 million in cash, deposits and marketable securities Perion held on September 30, the larger fee is about 6.4% of the cash pile. All three comparisons are PPC Land calculations.

The timing test is strict. Which fee applies "shall be determined solely by reference to whether the definitive agreement for applicable Competing Proposal was entered into during or after the Go Shop Period," not by when the termination happens. A rival bidder that wants the lower fee therefore has to get to a signed agreement before 11:59 PM Israel time on December 11, and before that it has to sit through Affle's matching rights. Perion must give Affle four business days' notice before changing its recommendation or terminating, negotiate in good faith over any improved terms Affle offers, and give a further two business days if the rival's terms change materially.

Bidders that surface during the go-shop and that the board considers capable of producing a superior proposal become Excluded Parties. Perion may keep talking to them after December 11, when the go-shop turns into a conventional no-shop for everyone else. But that status lapses if talks stall for more than seven consecutive business days, and an Excluded Party that signs after the window closes would trigger the $14.7 million fee, not the lower one.

How the go-shop works

The go-shop runs until the earlier of the fortieth calendar day after signing and the shareholder vote. During it, Perion and its advisers may "initiate, solicit, facilitate and encourage" competing proposals and open the books to bidders who sign a confidentiality agreement. That agreement does not need to contain a standstill. Perion must pass Affle any non-public information it gives a bidder within 48 hours, and report each competing proposal within 48 hours, including "the identity of the Person making such Competing Proposal." When the window closes, data room access for bidders other than Excluded Parties must end within 24 hours.

The thresholds are set low and high. A Competing Proposal is any bona fide offer for at least 5% of Perion's consolidated assets or any class of its shares. A Superior Proposal, the only kind for which the board may abandon the Affle deal, must cover 80%. The board may also change its recommendation because of a Company Intervening Event, defined as a material positive development unknown or unforeseeable at signing. Beating forecasts does not by itself qualify, nor does a rising share price. Even then, Perion must still put the merger to a vote, and Affle may terminate and collect $14.7 million.

Apart from its right to seek a court order forcing completion, Affle's right to the fee is its "sole and exclusive remedy" against Perion if the deal fails, except for fraud or an intentional breach. The agreement describes the fee as "liquidated damages in a reasonable amount" and says it "is not a penalty."

No fee runs the other way

The agreement contains no reverse termination fee, the payment some buyers agree to make if they fail to complete. Perion's protection lies elsewhere. Both sides may seek specific performance in the courts of Tel Aviv-Jaffa without posting a bond. If Affle fails to close when every condition has been met and the agreement is later terminated, that failure is treated as a "willful and material breach," which under Section 8.2 keeps Affle liable after termination. And if Affle fails to close within fifteen days of Perion confirming it is ready, Perion may terminate.

Behind Affle stand three layers of support. Affle International Pte. Ltd., the Singapore company, has given Perion a guarantee of certain obligations. Affle 3i Limited, the listed parent, has given a "Confirming Parent Undertaking." And four Affle entities, named as Cash Providers, are to deliver an equity commitment letter countersigned by the buyer and Perion: Affle 3i Limited, Affle International, Affle MEA FZ-LLC and Affle Inc. The guarantee, the undertaking and the commitment letter are not included in the agreement as filed, so their amounts and limits are not public.

The agreement also settles a naming question raised by the announcement, which identified the buyer as Affle 3iL Ltd. while its boilerplate referred to Affle 3i Limited. The buyer, Affle 3IL Ltd., is a private Israeli company with a registered address in Ra'anana. The merger subsidiary is Affle 3IL Investco Ltd., also Israeli. Affle 3i Limited and Affle International are not parties to the agreement. Viraj Sinh, a director, and Anuj Khanna Sohum, as an authorized signatory, signed for the buyer; Tal Jacobson, chief executive, and Elad Tzubery, chief financial officer, signed for Perion.

Perion's cash and the acquisition loan

Affle's obligations "are not subject to any condition regarding their ability to obtain financing." The debt comes from a commitment letter delivered at signing by "the financial institution party thereto"; the announcement named Citibank, N.A. Affle may redact the fee letter, pricing, flex terms and even the lender's identity from the copy it gives Perion, and it may replace or restructure the financing at will, provided the amount does not fall below what the deal requires and no new conditions are added.

Two provisions show where the debt ends up. Under Section 6.15(d), borrowings by the merger subsidiary "upon the Effective Time will become indebtedness of the Company (as the surviving entity of the Merger)." Perion itself will carry the acquisition loan once the deal closes. And under Section 7.2(f), one of the conditions to Affle's obligation to close is that Perion has deposited a "Minimum Deposit Amount" in an account "at the Israeli branch of the financial institution acting as lender." The amount is defined in the debt commitment letter and is not disclosed. The effect, on PPC Land's reading, is that part of Perion's own cash is placed with the lender as part of the financing of its purchase.

What the $420 million covers

As of October 25, 2026, the agreement's capitalization date, Perion had 32,461,992 ordinary shares outstanding, with 378,024 more held in treasury. Another 86,178 shares were subject to options, 2,333,757 were issuable under restricted stock units and 1,089,805 under performance share units. Its registered capital is NIS 2.4 million, divided into 80 million shares.

The arithmetic resolves a question left open on November 1. At $11.70, the outstanding shares are worth about $379.8 million, and the 3.42 million restricted and performance units add about $40.1 million. Including the options, the fully diluted count of 35.97 million shares comes to about $420.9 million, matching the equity value Perion announced. About 9.5% of that count is employee equity, and Perion's September 30 cash of $228.3 million equals about $7.03 for each outstanding share, or 60% of the offer price. These are PPC Land calculations.

Employees are paid in different ways. Vested options are cashed out at the difference between $11.70 and the exercise price, and options priced at or above $11.70 are canceled "without the payment of any consideration." Vested units become $11.70 in cash. Unvested units become an "Amended Incentive": cash paid on the original vesting dates, on the original service conditions. For performance units, "any performance-based vesting condition shall be deemed satisfied as of the Effective Time," which means targets that might not have been met are treated as met. Israeli tax-favored awards are paid through a trustee under Section 102 of the Income Tax Ordinance.

Shareholders face an Israeli tax procedure that can delay payment. Subject to any withholding ruling from the Israel Tax Authority, the exchange agent retains the consideration for holders other than those trading through the Tel Aviv Stock Exchange and trustee-held employee shares until 270 days after closing, or later if the tax authority requires, unless the holder delivers a tax declaration or certificate sooner. Perion must apply for the rulings within 20 business days of signing, but obtaining them "is not a closing condition."

Approval requires a majority of the shares voted at a special meeting, "excluding any absentee votes" and shares that Israeli company law disqualifies. Affle represented that neither it nor its affiliates has owned any Perion shares in the past three years. Some Perion directors, officers and shareholders signed voting and support agreements at signing; the agreement does not name them or say how many shares they control.

The contract also dates the relationship. Affle 3IL and Perion signed a confidentiality agreement on February 9, 2026, 265 days before the merger agreement. The document does not say when price talks began.

Until closing, Perion runs on a short leash

Section 5.1 lists more than two dozen things Perion may not do before closing without Affle's written consent. For most of them Affle may not unreasonably withhold that consent, but for the first six, which include buybacks and acquisitions, the decision is Affle's alone. Several change how the business has been run in 2026.

Share buybacks stop. Perion may not repurchase its shares except those tendered by employees to cover exercise prices or tax. At June 30, the company had spent $166.8 million of a $200 million repurchase plan and said it intended to use the remaining $33.2 million by year end. It spent $26.0 million in the third quarter, according to its November 1 announcement, so roughly $7.2 million of the authorization will now go unused, a PPC Land calculation.

Acquisitions stop too. Perion may not agree to buy "any material corporation, partnership, other business organization or any division thereof," which halts a strategy that brought in Hivestack in 2023 and the in-store network PRN in August. It also may not amend, accelerate, settle or waive any "earn-out, deferred purchase price, retention or similar contingent payment obligation." That covers arrangements such as the three-year retention and performance plan of up to $25 million attached to the Hivestack deal. PRN, by contrast, was bought with no earn-out.

On staff, the restrictions are detailed:

  • no mass layoff or reduction in force affecting more than 20 employees in any six-month period, and no dismissal of named employees other than for cause;
  • no new or increased retention, change-of-control or severance payments;
  • bonuses for 2026 capped at an aggregate figure set in the confidential letter;
  • no hiring or pay changes for any Senior Company Employee, meaning anyone earning more than $250,000 in base salary or reporting directly to the chief executive, without Affle's consent;
  • no new options or share units after October 25, "whether in connection with new hires, promotions, an annual refresh or otherwise," although a separate clause allows lapsed units to be reissued on three-year vesting without raising the share count.

Other limits cap capital spending outside the budget at $250,000, bar contracts that would restrict Perion's ability to compete and limit settlements of disputes. Perion may not settle any material claim for more than $50,000, or $300,000 in total, or on terms that "affect any material customer, Platform, data protection, advertising, employment or labor matter," and may not start lawsuits other than routine collections.

The agreement also limits what Affle may do. Under Section 6.10, Affle "shall not direct, control or participate in any decisions" on "pricing, customers, suppliers, sales, marketing, purchasing, product development, output, capacity, bidding, strategic planning or other day-to-day competitive conduct" before closing. Perion may mark competitively sensitive documents for Affle's outside lawyers only. For advertisers, agencies and media owners negotiating with Perion in the coming months, commercial terms remain Perion's decision until the deal completes.

What Affle has not promised

Perion's announcement said the business would keep the Perion brand. The agreement is more guarded. Section 4.13 records that "Parent's present intention is to continue to operate the Company's business in Israel following the Closing," and then removes any force from the sentence: the statement "is not a covenant or commitment of Parent, does not create any obligation of Parent, the Surviving Company or any of their respective affiliates to maintain any facility, workforce, operation, business line, brand or level of activity for any period following the Closing and may be changed by Parent at any time in its sole discretion."

The employment section follows the same pattern. Affle will cause Perion to honor the employment agreements of staff who remain after closing and will use commercially reasonable efforts to recognize their prior service. But nothing in the agreement "shall confer upon any Continuing Employee or other Person any right to continued employment." Every Perion director leaves office at closing, and Affle names the new board. Former directors and officers keep their indemnification rights for seven years, backed by a prepaid insurance policy whose cost is capped at 300% of Perion's last annual premium.

The road to closing

The agreement sets a timetable with fixed points:

  • an antitrust filing under the Hart-Scott-Rodino Act within ten business days of signing, counting days on which banks are open in both New York and Tel Aviv;
  • applications for Israeli tax rulings within 20 business days;
  • a proxy statement filed with the Israel Securities Authority and furnished to the SEC within 30 days, a target Perion must use commercially reasonable efforts to meet, which points to about December 1;
  • a special meeting no later than 40 days after it is called;
  • under Israeli company law, at least 50 days between filing the merger proposal with the Companies Registrar and closing, and at least 30 days between the shareholder vote and closing.

Both sides must use reasonable best efforts to complete the deal "as soon as practicable (within one hundred and twenty (120) days)," which falls on March 1, 2027. If the deal has not closed by 11:59 PM Israel time on April 30, 2027, 180 days after signing, either side may terminate. The agreement contains no automatic extension.

The required clearances go beyond the Hart-Scott-Rodino review mentioned in the announcement. They include approvals in jurisdictions listed in a confidential schedule, and the definition of antitrust law expressly includes Israel's Economic Competition Law. Affle may also need filings or approvals under the rules of BSE and the National Stock Exchange of India. Two representations address US foreign investment rules: Perion said it does not develop "critical technologies" in the United States, and Affle said the government of no single foreign state has a "substantial interest" in it under the Defense Production Act. The public text does not name a review by the Committee on Foreign Investment in the United States among the conditions.

Affle holds "the final authority" over antitrust strategy. It is not required to sell or restrict any of its own businesses to win clearance, but it must accept remedies limited to Perion's assets if they are needed and would not be materially adverse to either company.

War is excluded from the material adverse effect test. The definition carves out "acts of war, military conflict, sabotage or terrorism, including any escalation or general worsening," along with industry conditions, changes in law, the effects of the deal's announcement and any failure to meet forecasts. For a company headquartered in Tel Aviv, that means a deterioration in the regional conflict would not by itself allow Affle to walk away, unless Perion suffered disproportionately compared with similar companies in the same geography. Perion said in a separate filing on November 2 that it will report third-quarter results on November 16. Under the same definition, missing a forecast would not by itself count as a material adverse effect, although the causes behind a miss could.

Loose ends in the drafting

Long contracts tend to show their seams, and this one has a few. The tail provision instructs that, for its purposes, "the references to '20%' will be deemed to be references to '50%'," but the definition of a competing proposal uses 5%, not 20%. The definition of an intentional breach refers to a termination "pursuant to Section 8.1(i)," a subsection marked "[Reserved]." The data protection carve-out contains the word "it's" where "its" is meant, and Perion's own signature block reads "PERION NETWROK LTD."

None of these changes the economics. The tail provision, however, is the clause that would decide whether Perion owes $14.7 million after a failed deal, and its threshold is where the drafting is least clear.

Why this matters for the market

For the advertisers, agencies and retailers that buy through Perion's platform - digital out-of-home through Hivestack, retail media screens through PRN and Best Buy Canada's 308 stores, and CTV - the agreement promises continuity in the short term and very little beyond it. Perion cannot buy, sell or restructure much before closing, and Affle cannot set its prices. After closing, the brand, the Israeli operation and the workforce depend on intentions Affle has expressly said are not commitments.

For the wider ad tech market, Sections 3.18 and 3.19 are a rare public map of how a buyer prices platform and privacy risk. Standing with Google, Apple, Meta and Amazon is treated as a warranty item on a par with tax and title to assets. Fraud claims are tracked down to individual disputes above $250,000. And the customary practices clause shows a buyer accepting, in writing, that some degree of non-compliance with privacy and advertising law is common enough across the industry not to count against a target. Whether regulators would see it the same way is a separate matter the agreement does not address.

For Perion's shareholders, the agreement sets the terms of any contest. Perion entered the deal with $228.3 million in cash and the retail media and outdoor assets it assembled over three years. A rival has until December 11 to sign at the lower fee, and must clear Affle's four-business-day match first. Like Nielsen's all-cash agreement for DoubleVerify and Publicis's deal for LiveRamp earlier this year, the transaction would take another listed advertising technology or data company off the public markets. Until December 11, Perion's contract allows its advisers to go looking for someone who will pay more.

Timeline

Summary

Who: Perion Network Ltd., the Israeli ad tech company listed on Nasdaq and the Tel Aviv Stock Exchange, and the buyer Affle 3IL Ltd., an Israeli private company, with its merger subsidiary Affle 3IL Investco Ltd. Affle International Pte. Ltd. of Singapore guarantees certain obligations, and Affle 3i Limited, the parent listed in India, has given a separate undertaking.

What: The full merger agreement for Affle's $11.70-a-share, roughly $420 million cash acquisition of Perion. It sets a termination fee of $14.7 million, or $10.5 million for a rival agreement signed during the go-shop; contains detailed warranties on Perion's standing with Google, Apple, Meta and Amazon, on tracking, consent and fraud, with an exception for "customary practices in the ad-tech business"; bars buybacks, acquisitions and layoffs of more than 20 people in six months before closing; and loads the acquisition debt onto Perion after completion.

When: Dated November 1, 2026 and filed with the SEC on November 2, 2026. The go-shop ends at 11:59 PM Israel time on December 11, 2026, the parties aim to close within 120 days, and the outside date is April 30, 2027.

Where: The agreement is governed by Israeli law, with disputes reserved to the courts of Tel Aviv-Jaffa. Clearances are required under the US Hart-Scott-Rodino Act and in other jurisdictions listed in a confidential schedule, and Affle may need filings with India's stock exchanges.

Why: The agreement shows what Affle required Perion to promise before paying a 34.5% premium, how Perion's board kept a route open for a higher bid, and how the parties divided platform, privacy and regulatory risk in an industry where, by the contract's own terms, some non-compliance is common enough to be excused.