Announcement • May 16
2025 Acquisition Company, LLC completed the acquisition of remaining 29.61% stake in Forian Inc. (NasdaqCM:FORA).
2025 Acquisition Company, LLC entered into a definitive merger agreement to acquire the remaining 29.61% stake in Forian Inc. (NasdaqCM:FORA) for $23.4 million on April 2, 2026. Under the terms of the Merger Agreement, Forian stockholders, other than shares held by members of the Consortium and their respective affiliates, will receive $2.17 per share in cash, representing a premium of approximately 22.6% to Forian’s unaffected closing price per share as of August 22, 2025. The tender offer will commence no later than 10 business days after the date of the merger agreement. The tender offer will initially remain open for 20 business days following the commencement of the Tender Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th Business Day following the Offer Commencement Date. The Offer does not include Excluded Company Shares and is being made pursuant to an Agreement and Plan of Merger. Enough shareholders must agree to sell their shares. The Purchaser needs to end up with more than 50% of the company's total shares (counting both the shares tendered in the offer and any shares the Purchaser already owns). In case of termination of transaction, seller will pay a termination fee of $1.50 million. Upon closing of the transaction, Forian will be a private company and its common stock will no longer be listed or traded on the Nasdaq Stock Market or any public exchange. Concurrent with entering into the Merger Agreement, members of the Consortium have entered into a commitment letter pursuant to which they have committed to provide the funding necessary to pay the cash consideration in respect of the transaction and certain other amounts required to be paid under the terms of the Merger Agreement.
Following the acquisition, Forian will continue to be led by Chairman and Chief Executive Officer Max Wygod and current leadership team. Following the close of the transaction, the Company will continue to maintain its headquarters in Newtown, Pennsylvania and will continue to operate under the Forian name and brand.
The transaction is subject to approval of merger agreement by target board and approval of offer by acquirer board, Minimum tender, dissenters rights and third party approval. The Board of Directors of Forian Inc. formed a special committee for the transaction. The deal has been unanimously approved by the board. The Forian Board of Directors unanimously recommends that all stockholders tender their shares into the offer. The transaction is expected to close in the second quarter of 2026.
Houlihan Lokey Capital, Inc. acted as financial advisor, fairness opinion provider for the Special Committee of Forian Inc. Potter Anderson & Corroon LLP acted as legal advisor for the Special Committee of Forian Inc. Miles & Stockbridge P.C. acted as legal advisor for the Special Committee of Forian Inc. Darrick Mix and Justin Santarosa of Duane Morris LLP acted as legal advisor for Forian Inc. Creighton Condon and Christopher Glenn of Allen Overy Shearman Sterling US LLP acted as legal advisor for 2025 Acquisition Company, LLC. Abrams & Bayliss LLP acted as legal advisor for 2025 Acquisition Company, LLC. Venable LLP acted as legal advisor for 2025 Acquisition Company, LLC. Broadridge Corporate Issuer Solutions, LLC acted as proxy solicitor to Forian Inc. Purchaser was advised by Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer. Houlihan Lokey is entitled to an aggregate fee of up to $2.5 million for its services, which amount includes a fee of $1.25 million that became payable to Houlihan Lokey after delivery of Houlihan Lokey’s opinion. The remaining $1,250,000 will become payable to Houlihan Lokey upon the consummation of the Transactions.
2025 Acquisition Company, LLC completed the acquisition of remaining 29.61% stake in Forian Inc. (NasdaqCM:FORA) on May 15, 2026. As a result of the completion of the Merger, Forian’s common stock will cease trading on the Nasdaq Stock Market prior to market open on May 15, 2026. As of the Expiration Date, a total of 6,444,415 shares of Forian common stock were validly tendered and not properly withdrawn pursuant to the Offer, which, together with the 21,991,929 shares already owned by the Buyer Parties prior to the Offer, satisfied the minimum condition required to consummate the Offer. 2025 Acquisition Company, LLC accepted for payment all shares validly tendered and not properly withdrawn pursuant to the Offer. At the effective time of the Merger, each share of Forian common stock issued and outstanding immediately prior to the effective time (other than shares owned by Forian, the Buyer Parties or any of their wholly owned subsidiaries) was automatically converted into the right to receive $2.17 per share in cash, without interest and subject to any required tax withholding — the same consideration paid in the Offer.
At the Effective Time, Mark J. Adler, M.D., Ian G. Banwell, Adam Dublin, Jennifer Hajj, Shahir Kassam-Adams, Alyssa Varadhan and Kristiina Vuori, M.D., Ph.D. each resigned from the board of directors of Forian Inc. and from all committees of the Board on which they served, and Max Wygod remained as the sole director of the Surviving Corporation.
