Affle agrees to US$ 42 crore all-cash Perion acquisition

Affle 3i Limited (Affle) has signed a definitive agreement to acquire all outstanding shares of Perion Network Limited for US$ 11.70 a share in cash, implying an equity value of about US$ 42 crore. The proposed transaction, announced on November 1, 2026, requires regulatory and Perion shareholder approvals before an expected early-2027 close.

What has Affle agreed to pay for Perion?

Affle has agreed to pay US$ 11.70 in cash for each Perion ordinary share, valuing the equity at about US$ 42 crore. The agreement covers 100% of Perion's issued and outstanding shares, including unvested equity awards in accordance with their vesting schedules, and both companies' boards have approved the transaction.

The US$ 42 crore amount is the stated equity value, while Perion had no financial debt and held about US$ 22.80 crore of cash as of September 30, 2026. This means the announced consideration is based on Perion's equity, with its disclosed cash position remaining a separate balance-sheet item.

Affle plans to complete the transaction through a reverse triangular merger, in which a wholly owned Affle subsidiary will merge with Perion and Perion will survive as a wholly owned subsidiary. Perion's ordinary shares are expected to be delisted from Nasdaq and the Tel Aviv Stock Exchange after closing, while the business will continue under the Perion brand.

How will Affle fund the Perion acquisition?

Affle plans to finance the US$ 42 crore acquisition through committed bank financing and available cash resources. CitiBank is the financing bank, while LUMA Partners LLC is Affle's financial adviser and Barnea Jaffa Lande & Co. is its legal adviser for the transaction.

Affle said costs and expenses related to acquiring the publicly held Perion will be recorded in its opening balance sheet. The November 1, 2026 announcement does not disclose the value of those costs, the allocation between bank funding and cash, or the terms of the committed financing.

Management said Affle would be net debt free immediately after the acquisition, a forward-looking outcome that depends on completion and the planned funding structure. That statement accompanies the proposed use of committed financing and Perion's US$ 22.80 crore cash balance at September 30, 2026.

Why is Affle acquiring Perion?

Affle says Perion will extend its cost per converted user (CPCU) business into developed markets and add upper-funnel advertising channels. Affle describes its existing business as deeper-funnel mobile marketing and artificial intelligence (AI)-powered consumer conversions in emerging markets, whereas Perion has an established developed-market presence.

Perion operates across retail media, connected television (CTV), digital out-of-home (DOOH) and other digital channels. Affle expects to apply its CPCU-led solutions to CTV-to-cart and DOOH-to-cart retail-commerce outcomes for Perion advertiser campaigns, combining Perion's omnichannel channels with Affle's conversion model.

The companies also bring different technology platforms to the proposed combination. Perion completed three strategic acquisitions over the past three years and integrated expanding segments under its Perion One platform, while its Outmax AI agent supports media execution and optimisation across CTV, commerce, retail media, social, digital and DOOH environments.

What targets has Affle set after the transaction closes?

Affle expects a fiscal 2028 revenue run rate of more than US$ 70 crore after the acquisition. This is a management expectation linked to the proposed transaction, rather than reported revenue or a standalone revenue forecast for either Affle or Perion.

Management also plans to review Perion's revenue recognition and business contracts as part of a CPCU strategic transformation. Affle said complementary technologies, contract review and immediate strategic synergies are expected to improve bottom-line performance, but it did not quantify savings, margins or the timetable for the review.

Affle expects the transaction to be accretive to earnings per share (EPS) by the end of the first year after closing. The company linked this expectation to its planned business-model transformation and profitability focus, while also citing more than 20% annual organic growth and more than 20% earnings before interest, tax, depreciation and amortisation (EBITDA) consistently without specifying the underlying reporting periods.

What approvals and risks could delay the Perion acquisition?

The transaction requires regulatory approvals and approval by Perion shareholders before it can close in early 2027. The agreement also provides for a go-shop period before Perion seeks shareholder approval, allowing Perion to consider other acquisition proposals under the agreement's terms.

Affle and Perion identified potential competing offers, unmet closing conditions, regulatory restrictions, termination events and shareholder litigation as factors that could affect completion. The filing also cites risks during the pending period, including Perion's ability to retain key personnel and maintain relationships with customers, suppliers and other business partners.

Conclusion

The proposed US$ 42 crore acquisition would give Affle full ownership of Perion and add retail media, CTV and DOOH capabilities to its mobile-focused CPCU conversion business. Perion brings no financial debt and held US$ 22.80 crore in cash at September 30, 2026, while Affle plans to fund the transaction with bank financing and available cash.

The next disclosed milestones are Perion's go-shop process, shareholder approval and regulatory clearances ahead of the expected early-2027 closing. After closing, attention will turn to Affle's planned contract and revenue-recognition review, its more than US$ 70 crore fiscal 2028 revenue run-rate expectation, and its target for EPS accretion by the end of the first post-closing year.