Cover-All to Merge with Majesco

New York - 15 December 2014

The combined customer-centered team focused on delivering technology innovation and transformation services to the global insurance industry 

Majesco (formerly, MajescoMastek), the global provider of core insurance systems and services to approximately 100 insurance carriers worldwide, today announced that it has entered into a definitive merger agreement with Cover-All Technologies Inc. (NYSE MKT:COVR), an insurance software company based in Morristown, NJ, in a 100% stock-for-stock transaction, pursuant to which Cover-All’s stockholders and the holders of its options and restricted stock units, in the aggregate, will, upon the closing of the merger, receive 16.5% of the outstanding shares of common stock of the combined company, on a fully diluted basis. The combined entity will retain the “Majesco” brand globally.

The decision to merge the two businesses is the latest step in the execution of Majesco’s aggressive growth strategy to consolidate its global insurance business under a single and separate entity.  Last week Majesco announced the signing of a definitive agreement to acquire the insurance business of Agile Technologies, LLC, bringing additional IT consulting, data strategy and implementation expertise to Majesco.

The global insurance industry is in midst of a once-in-a-generation technology transformation and Majesco has been a leading provider of the enabling software and IT services. The merger with Cover-All broadens Majesco’s capability and reach in servicing current and future customers.

The combined company, Majesco, is expected to have:

  • Over $100 million in estimated annual revenue with high growth potential
  • Over 150 insurance customers in all tiers worldwide served by a global delivery team
  • Innovative and proven core software suite serving all tiers in each of our operating markets: the Americas, Europe and Asia-Pacific
  • Customer-centric collaborative culture focusing on customer value enhancements through innovative technologies and dedicated customer-oriented services
  • Modern, mature, and integrated insurance core software solution suite covering all tiers and all lines of business of Property and Casualty including personal, commercial, specialty, and workers compensation business.
  • Life Insurance, Annuity, and Group Benefits product offerings
  • Consulting practice covering broad needs of insurers
  • Comprehensive bureau content services offering with extensive knowledge of ISO and NCCI
  • Business Intelligence and data analytics solution with customer-focused consulting and services practice
  • Robust cloud solution for core insurance systems already deployed to over 30 customers

“At Majesco, we take a customer-centric approach to enabling technology transformation for our customers. We maintain a laser sharp focus on meeting the needs of just one industry – insurance, and are making investments that add capability and capacity to serve our customers in meeting their growth objectives. Cover-All Technologies is a well-known and respected insurance software company with in-depth knowledge of commercial ISO lines,” noted Ketan Mehta, CEO and founder of Majesco, who will serve as President and CEO of the combined entity, Majesco.

“Both of the companies share the same vision - to serve and expand our customer base by leveraging our software, our collaborative cultures and our deep domain experience in insurance. By combining the value of Cover-All Technologies’ offerings and Majesco’s market-leading software, consulting, and IT services, we believe the new Majesco is best positioned to not only help insurers begin their transformation journey but to stay with them through every stage of their journey and become a trusted long term partner."

Manish Shah, Cover-All’s President and CEO, said, "I am excited about this transformative opportunity as it creates a potentially market leading company that is well positioned to compete in the large and growing market for servicing software needs of the insurance industry.  Majesco, with its recent reorganization of insurance businesses, is a rapidly growing insurance software and services company. Cover-All and Majesco have highly complementary core strengths, including a broad product portfolio, passionate people committed to world-class software and impactful customer services exclusively focused on insurance industry. Majesco is expected to be a highly attractive provider for insurers of all tiers globally.  Majesco will be poised to be a formidable player with its assets of deeply integrated core processing suite, disruptive business intelligence technologies and IT & consulting services that cover the entire spectrum of the insurance value chain.  We are particularly excited because, as a larger company, we will have better resources including expanded scale to meet the needs of any insurer regardless of size or location, and improved financial strength to invest in innovative and new products.  We believe that this merger will significantly enhance shareholder value by allowing Cover-All shareholders the ability to participate in the growth of the combined company.  We also believe that our customers and employees will greatly benefit from broad capabilities and increased opportunities in the combined company."

The transaction is subject to customary closing conditions, including the filing and effectiveness of a registration statement with the Securities and Exchange Commission, Cover-All stockholder approval, certain regulatory approvals and that the shares of Majesco common stock be listed on the NYSE MKT. The transaction is expected to close in the second quarter of 2015. Both companies will continue to operate as independent entities until then.  

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