New York NY, April 24, 2015 –Majesco, the global provider of core systems and services to the insurance industry, today announced it has signed agreements with four insurance carriers in North America in the last one month. Continuing the momentum of growing its customer base from three carriers in 2006 to over 120 in 2015, Majesco continues to grow its customer base while focusing on expanding the insurance technology business globally.
In addition, Majesco also announced that three customers have expanded their relationship with Majesco and signed up for additional solutions from Majesco. These agreements include specialized solutions and services in digital, data and quality assurance domain. Majesco also delivered on its commitments to five customers who went into production in the last 12 months, including one end-to-end suite implementation that went live in under nine months.
Highlights of the new agreements include:
- A new customer for Majesco suite for P&C insurance
- A large tier-2 insurance provider for Majesco’s distribution management software
- A large tier-2 insurance provider and a mid-size regional US provider signed up for Majesco’s market leading billing system
Reacting to the successful execution of 2014 plans, Ketan Mehta, CEO and founder of Majesco said, “At Majesco, we maintain a laser sharp focus on meeting the technology needs of just one industry vertical – insurance. We are making significant investments in people and products to be the long term software and services team of choice for the insurance carriers. We have started our year with good customer traction and addition of new customers; and aim to continue the momentum.”
In September 2014, Majesco announced that it will consolidate its global insurance business through a demerger with Mastek Ltd. Furthermore, the US arm of Majesco is expected to be listed on the NYSE MKT in July 2015.
Majesco continues to make strategic changes to its insurance business including:
- Demerger from parent Mastek
- Listing on BSE & NSE with the completion of the demerger as a separate public entity – Majesco – singularly focused on global insurance technology business
- Acquisition of Agile Technologies completed in January 2015
- Merger with Cover-All Technologies is scheduled to be completed in July 2015 subject to regulatory approvals.
- Listing on NYSE MKT in July 2015 subject to shareholder and regulatory approvals.
- Expansion of leadership team to include:
- Arun Maheshwari – former head of CSC India and ex-board member of Duck Creek Technologies as Executive Chairman
- Ed Ossie – Former President and PLC Board Director at Innovation Group and former Vice President at Corum Group a technology mergers and acquisition advisory as Chief Operating Officer of Majesco
- Chad Hersh – former insurance technology focused industry analyst as in the role of Executive Vice President with responsibility for growing the global life, annuity and pensions business
- Bill Freitag – founder of Agile Technologies as Executive Vice President – Consulting business
Focused exclusively on the insurance industry, Majesco provides software, consulting and IT services to over 120 insurance carriers globally. With the completion of the consolidation of the global business, the insurance business across all geographies will operate under a single brand – ‘Majesco’.
Majesco is a provider of core insurance technology software and IT services to insurance carriers (P&C and Life, Annuity, Group) worldwide. Majesco delivers proven software solutions and IT services in core insurance areas including policy administration, billing, claims and distribution. As a part of its strategic initiatives, Majesco announced the consolidation of the group’s global insurance business into a single entity. In December 2014, Majesco announced that it has signed a definitive agreement to merge the business of Cover-All Technologies (NYSE MKT: COVR) with Majesco*. For more details on Majesco please visit www.majesco.com
*Press Release: Cover-All to merge with Majesco
Director – Global Marketing
Certain statements in this communication regarding the proposed merger of Cover-All with and into Majesco, including any statements regarding the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products, and any other statements regarding Majesco’s and Cover-All’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may”, “believe,” “anticipate,” “could”, “should,” “intend,” “plan,” “will,” “aim(s),” “can,” “would,” “expect(s),” “estimate(s),” “project(s),” “forecast(s)”, “positioned,” “approximately,” “potential,” “goal,” “pro forma,” “strategy,” “outlook” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied in this communication. These statements are based on management’s current expectations and/or beliefs and assumptions that management considers reasonable, which assumptions may or may not prove correct.
Among the key factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are the following: (i) the expected timeframe for completing the merger described herein (the “Merger”) and the transactions contemplated thereby; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement described herein (the “Merger Agreement”); (iii) the risk that one or more of the conditions to closing of the Merger may not be satisfied, including, without limitation, the effectiveness of the registration statement to be filed with the SEC, the approval of the Merger by Cover-All’s stockholders, the consummation of the reorganization of Majesco or regulatory approvals necessary for such reorganization or the listing of the combined company’s common stock on the NYSE MKT; (iv) the risk of disruptions to current plans and operations, increased operating costs and the potential difficulties in maintaining customer, supplier, employee, operational and strategic relationships as a result of the announcement and consummation of the Merger or otherwise; (v) adverse results in any legal proceedings that may be instituted against Cover-All, Majesco, their respective affiliates or others following announcement of the Merger Agreement and transactions contemplated thereby; (vi) the risk that unexpected costs will be incurred in connection with the Merger; (vii) the risk that the projected value creation and efficiencies from the Merger will not be realized, or will not be realized within the anticipated time period; (viii) Majesco’s ability to promptly, efficiently and effectively integrate Cover-All’s operations into those of the combined company; (ix) the lack of a public market for shares of Majesco’s common stock and the possibility that a market for such shares may not develop; (x) working capital needs; (xi) continued compliance with government regulations; (xii) labor practices; (xiii) the combined company’s ability to achieve increased market acceptance for its product and service offerings and penetrate new markets; and (xiv) the possibility that Cover-All or Majesco may be adversely affected by other economic, business and/or competitive factors, including rapidly changing customer preferences and trends.
Additional information concerning these and other factors can be found in Cover-All’s filings with the SEC, including Cover-All’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in the Registration Statement on Form S-4 to be filed by Majesco in connection with the proposed transaction. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Majesco and Cover-All are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by applicable law.
With the completion of the above transactions, Majesco will have an estimated revenue base of over $100 million for its fiscal year ended March 31, 2015 (on an annualized pro forma basis to give effect to its reorganization, the merger with Cover-All and the acquisition of the Agile insurance business, based on annualized revenues for Cover-All and Agile for their fiscal year ended December 31, 2014).
Any annualized, pro forma and estimated numbers contained in this communication are used for illustrative purposes only and are not necessarily indicative of the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the entities been combined during the periods presented.
ADDITIONAL INFORMATION AND WHERE YOU CAN FIND IT
In connection with the proposed transaction between Cover-All and Majesco, Cover-All and Majesco intend to file relevant materials with the SEC, including a Registration Statement on Form S-4 to be filed by Majesco that will include a proxy statement of Cover-All that also constitutes a prospectus of Majesco, and a definitive proxy statement/prospectus will be mailed to Cover-All’s stockholders when it becomes available. Majesco and Cover-All will each also file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT COVER-ALL, MAJESCO AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when they become available) and other documents filed with the SEC (when they become available) by Majesco or Cover-All through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Cover-All will be available free of charge on Cover-All’s website at http://www.cover-all.com/ or by contacting Ann Massey, Chief Financial Officer, Cover-All Technologies Inc., at 412 Mt. Kemble Avenue, Suite 110C, Morristown, New Jersey 07960 or by e-mail at firstname.lastname@example.org. Copies of documents filed with the SEC by Majesco will also be available free of charge on Majesco’s website at https://www.majesco.com/ or by contacting Attn.: Lori Stanley, 5 Penn Plaza, 14th Floor, New York, NY 10001, or by e-mail at email@example.com.
PARTICIPANTS IN SOLICITATION
This communication is not a solicitation of a proxy from any investor or security holder. However, Cover-All, Majesco, their respective directors and certain of their respective executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction under the rules of the SEC. INFORMATION REGARDING THE PARTICIPANTS IN THE PROXY SOLICITATIONS, INCLUDING COVER-ALL’S AND MAJESCO’S DIRECTORS AND EXECUTIVE OFFICERS, AND A MORE COMPLETE DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS IN THE PROPOSED TRANSACTION, BY SECURITY HOLDINGS OR OTHERWISE, WILL BE CONTAINED IN THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT MATERIALS TO BE FILED BY COVER-ALL AND MAJESCO WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE. These documents can be obtained free of charge from the respective sources indicated above.
This communication does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities of Majesco or Cover-All, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or as otherwise permitted under the Securities Act or the rules promulgated thereunder. This communication does not constitute the solicitation of any vote or approval.