Announcement • Jul 10

Inventurus Knowledge Solutions, Inc. completed the acquisition of TruBridge, Inc. (NasdaqGS:TBRG) from Pinetree Capital Ltd. (TSX:PNP), Ocho Investments LLC, Camac Partners, LLC, Glazer Capital, LLC, Nellore Capital Management LLC, L6 Holdings Inc., and others.

Inventurus Knowledge Solutions, Inc. signed a letter of intent to acquire TruBridge, Inc. (NasdaqGS:TBRG) from Pinetree Capital Ltd. (TSX:PNP), Ocho Investments LLC, Camac Partners, LLC, Glazer Capital, LLC, Nellore Capital Management LLC, L6 Holdings Inc., and others for approximately $410 million on October 15, 2025. Inventurus Knowledge Solutions, Inc. entered into a definitive agreement to acquire TruBridge, Inc. from Pinetree Capital Ltd., Ocho Investments LLC, Camac Partners, LLC, Glazer Capital, LLC, Nellore Capital Management LLC, L6 Holdings Inc., and others on April 23, 2026. Under the terms of the agreement, TruBridge shareholders will receive $26.25 in cash for each share of common stock. The transaction values TruBridge, Inc. with an enterprise value of approximately $565 million. IKS will finance the acquisition primarily through the incurrence of new indebtedness, including a term loan underwritten by Citibank, JPMorganChase, and Deutsche Bank, which is subject to satisfaction of customary conditions (including approval of the shareholders of IKS Health). Initial funding will be approximately $670 million through debt secured for a 5 year term. The leverage is expected at 3X EBITDA of combined entity. The initial interest cost is SOFR+275 bps sliding down to 17bps as leverage scales down. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the TruBridge, Inc., with the TruBridge, Inc. continuing as the surviving corporation in the merger and becoming a wholly owned subsidiary of Inventurus Knowledge Solutions, Inc. Post acquisition, TruBridge, Inc. will be delisted. The Merger Agreement also provides that the TruBridge will be required to pay Inventurus Knowledge a termination fee of $12.3 million in certain circumstances, including if the TruBridge terminates the Merger Agreement to accept a Superior Proposal or if Inventurus Knowledge terminates the Merger Agreement because the Board of Directors of the TruBridge has effected a Change of Recommendation, or upon certain other triggering events. The Merger Agreement also provides that Inventurus Knowledge will be required to pay the TruBridge a reverse termination fee of $24.6 million if (i) either the TruBridge or Inventurus Knowledge terminates the Merger Agreement due to the failure to obtain the Requisite TopCo Approval or (ii) the Company terminates the Merger Agreement after (a) all mutual conditions to closing and all conditions to Inventurus Knowledge’s and Merger Sub’s obligations to effect the closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing but subject to the ability for such conditions to be satisfied), (b) the TruBridge has confirmed in writing that it is ready, willing and able to consummate the closing, and (c) Inventurus Knowledge and Merger Sub fail to consummate the merger when required under the Merger Agreement, following a five (5) business day notice period. The consummation of the Merger is subject to various conditions, including, among others, customary conditions including (i) the adoption of the Merger Agreement by the Requisite Company Vote (as defined in the Merger Agreement), (ii) the statutory waiting period (and any extensions thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and, if applicable, any contractual waiting periods under any timing agreements in connection therewith, will have expired or been earlier terminated, (iii) no Governmental Entity (as defined in the Merger Agreement) will have enacted or enforced any law or order that is in effect and prevents the consummation of the transactions contemplated by the Merger Agreement, and (iv) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement). The transaction is also subject to the requisite shareholder approvals. The acquisition has been approved by the Boards of Directors of IKS Health, IKS, and TruBridge, subject to the satisfaction of customary closing conditions. In connection with the transaction, TruBridge has entered into voting and support agreements with TruBridge’s largest shareholders, Pinetree Capital Ltd., L6 Holdings Inc. and Ocho Investments, LLC, who have agreed—subject to the terms of the agreements—to, among other things, vote the shares they control, representing in total approximately 27% of TruBridge’s outstanding shares of common stock, in favor of the transaction. The acquisition is expected to be completed in the third quarter of 2026. The deal is expected to be PAT and EPS accretive in FY27. On July 2, 2026, it was announced that the Facilities proposed to be availed by Inventurus Knowledge Solutions has been reduced from up to $670 million to up to $635 million. As on July 7, 2026, the transaction has been approved by shareholders of TruBridge, Inc. Jon Pritti, Richard S. Brail, Christopher T. Moynihan, Brandon Masterson, Reece Syal and Harold Klapper of Solomon Partners Securities, LLC acted as the exclusive financial advisor and fairness opinion provider to TruBridge, and Scott B. Crofton of Sullivan & Cromwell LLP, and Timothy W. Gregg of Maynard Nexsen PC, and Bhargav Joshi of Cyril Amarchand Mangaldas acted as legal counsel. J.P. Morgan Securities LLC and Citigroup Global Markets India Private Limited acted as financial advisors to IKS Health. Mark D. Wood and Thomas F. Lamprecht of Katten Muchin Rosenman LLP and the team of Shardul Amarchand Mangaldas & Co. led by Nikhil Naredi, Devesh Pandey, Zubin Mehta, Mohit Bhatia, Devesh Pandey, Suruchi Kumar and Kirti Mahapatra acted as legal counsel to IKS Health. Innisfree M&A Incorporated acted as information agent for TruBridge, Inc. Computershare, Inc. acted as transfer agent for TruBridge, Inc. TruBridge agreed to pay Solomon (a) a fee of $2.5 million, which was payable upon the delivery by Solomon of its opinion which is fully creditable against any fee payable upon consummation of the Merger, and (b) a transaction fee of approximately $8.1 million. Meanwhile, Innisfree M&A will be paid approximately $20,000, plus a contingent success fee of $10,000. Inventurus Knowledge Solutions, Inc. completed the acquisition of TruBridge, Inc. (NasdaqGS:TBRG) from Pinetree Capital Ltd. (TSX:PNP), Ocho Investments LLC, Camac Partners, LLC, Glazer Capital, LLC, Nellore Capital Management LLC, L6 Holdings Inc., and others on July 9, 2026. Following the closing, TruBridge operates as a wholly owned subsidiary of Inventurus Knowledge Solutions, Inc.

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Inventurus Knowledge Solutions, Inc. completed the acquisition of TruBridge, Inc. (NasdaqGS:TBRG) from Pinetree Capital Ltd. (TSX:PNP), Ocho Investments LLC, Camac Partners, LLC, Glazer Capital, LLC, Nellore Capital Management LLC, L6 Holdings Inc., and others.

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