Perion Network Ltd. filed a Form 6-K with the SEC for the month of November 2026, disclosing that on November 1, 2026, the company entered into an Agreement and Plan of Merger with Affle 3IL Ltd. as Parent and Affle 3IL Investco Ltd. as Merger Sub, providing for an all-cash acquisition at US$11.70 per ordinary share.

Key Highlights

  • Merger consideration: Each outstanding ordinary share (par value NIS 0.03) will be converted into the right to receive US$11.70 in cash, subject to adjustment as provided in the Merger Agreement and less applicable taxes.
  • Board approval: The Merger Agreement and the Merger were unanimously approved by Perion Network's board of directors, as well as the boards of Parent and Merger Sub.
  • Board recommendation: The Board resolved to recommend that the company's shareholders approve the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement.
  • Guarantee and funding: Affle International Pte. Ltd. (incorporated in Singapore) executed a guarantee of certain obligations of Parent and Merger Sub, and cash providers including Affle 3i Limited, Affle MEA FZ-LLC, and Affle Inc. entered into an equity commitment letter to make available to Parent certain amounts of cash.
  • Structure: Merger Sub will be merged with and into the Company under Sections 314-327 of the Israeli Companies Law, 5759-1999, with Perion Network surviving as a wholly owned subsidiary of Parent.
  • Equity awards: Vested options, RSUs, and PSUs will be cancelled and converted into cash payments; unvested RSUs and PSUs will be converted into the right to receive cash on each applicable vesting date equal to the Per Share Merger Consideration per underlying share.
  • Tax withholding holdback: Per Share Merger Consideration payable to certain holders will be retained by the exchange agent for up to 270 days following the closing, pending applicable Israeli Tax Authority rulings.

Perion Network Merger Agreement: Key Terms and Structure

According to the filing, Perion Network Ltd. (NASDAQ:PERI) entered into the Merger Agreement on November 1, 2026, with Affle 3IL Ltd. as Parent and its wholly owned subsidiary Affle 3IL Investco Ltd. as Merger Sub. Under the agreement, Merger Sub will be merged with and into the Company in accordance with Sections 314-327 of the Israeli Companies Law, 5759-1999, after which the Company will survive as a wholly owned subsidiary of Parent and Merger Sub will cease to exist as a separate entity. The Merger will become effective upon the issuance by the Israeli Companies Registrar of a certificate of merger in accordance with Section 323(5) of the ICL.

The filing states that each ordinary share of Perion Network issued and outstanding immediately prior to the Effective Time - excluding shares owned by the Company, any of its subsidiaries, Parent, Merger Sub, or their respective subsidiaries, or held in treasury - will be automatically converted into the right to receive US$11.70 in cash per share, without interest and less applicable withholding taxes. Affle International Pte. Ltd., incorporated in Singapore, has separately provided a guarantee of certain obligations of Parent and Merger Sub. The filing also identifies Affle 3i Limited, Affle International Pte. Ltd., Affle MEA FZ-LLC, and Affle Inc. as "Cash Providers" that have committed to make available to Parent certain amounts of cash to fulfill its obligations under the Merger Agreement.

Regarding equity awards, the filing describes that vested options with an exercise price below US$11.70 per share will be cancelled and converted into a cash payment equal to the spread, while vested RSUs and PSUs will receive the full US$11.70 per underlying share. Unvested RSUs and PSUs will be converted into the right to receive cash payments on each future vesting date, subject to the same vesting schedules and conditions that applied prior to the Effective Time. The filing also discloses that the Company is required to apply to the Israel Tax Authority for rulings on Israeli tax withholding, though obtaining any such ruling is not stated to be a condition to closing.

What Was Disclosed

Perion Network's Form 6-K disclosed the execution of a merger agreement on November 1, 2026, providing for an all-cash acquisition at US$11.70 per ordinary share by Affle 3IL Ltd., unanimously approved by Perion Network's board, subject to shareholder approval and other conditions.