Perion Completes Acquisition of Conduit’s ClientConnect Creating a Leading Provider of Digital Solutions for Publishers

  Perion Completes Acquisition of Conduit’s ClientConnect Creating a Leading
  Provider of Digital Solutions for Publishers

Business Wire

TEL AVIV, Israel & SAN FRANCISCO -- January 2, 2014

Perion Network Ltd. (NASDAQ: PERI) today announced the completion of the
acquisition of Conduit’s ClientConnect business (“ClientConnect”) in an
all-stock transaction, creating a leading data-driven technology company with
a proven lifecycle management platform that provides distribution,
monetization and analytics solutions to publishers.

Josef Mandelbaum, Perion’s CEO, commented, “This transaction uniquely
positions Perion as a leader in the software distribution ecosystem. Combined,
we are focused on providing a variety of intelligent data-driven solutions to
help publishers increase distribution and monetize their apps. Our vast
network of developer partners, our many end users and our shareholders will
benefit from our increased scale, driving exceptional reach and strong market
recognition as we emerge today as one of the largest global digital
distribution and product companies in the world.”

“Our combined financial strength also enables us to significantly expand our
investment in the mobile space and data analytics, two areas we believe will
serve as the foundation for our top and bottom-line growth in the years to
come. This is the start of an exciting new day for Perion. We have evolved
from a small, product-focused company to a platform-based industry leader with
a range of revenue streams and valuable expertise which will lead to
incremental opportunities in the future. We welcome the employees,
shareholders and customers of ClientConnect to Perion.”

Conduit spun off its ClientConnect business, which includes its monetization
and distribution platform for publishers and developers. The spun-off company
has become a wholly owned subsidiary of Perion, which issued approximately
54.8 million shares to ClientConnect’s selling shareholders, and approximately
2.8 million options to ClientConnect’s option holders, based on Perion’s fully
diluted share count at closing. Perion is now owned approximately 81% by the
existing Conduit shareholders and option holders and 19% by existing Perion
shareholders and option holders, on a fully diluted basis.

Perion’s shareholders overwhelmingly voted in favor of the acquisition of
ClientConnect in November 2013. Various standstill provisions were put in
place for major shareholders and no single shareholder owns more than 15% of
the shares outstanding post-closing. Key shareholders include Benchmark
Capital and JPMorgan Chase & Co. All former ClientConnect shareholders will be
subject to contractual lock-up provisions prohibiting any public resale of
their Perion shares for a period of six months and imposing conditional resale
restrictions in the subsequent 18-month period.

About Perion Network Ltd.

Perion powers innovation. Perion is a global media and internet company,
providing online publishers and app developers advanced technology and a
variety of intelligent data-driven solutions to monetize their application or
content and expand their outreach to larger audiences. Our CodeFuel line of
products is a leading self-service platform with simple integration and
robust, built-in analytics that empower digital businesses to optimize
distribution and maximize revenue. Since 2000, Perion has developed innovative
software applications for both desktop and mobile platforms, including
Incredimail, Smilebox and SweetIM. Our success in this space has positioned us
to best understand the needs of publishers, and enable developers to focus
exclusively on creating high-quality digital product and content. The Perion
team brings decades of experience, operating and investing in
digitally-enabled businesses, and we continue to innovate and create value for
the app ecosystem. More information about Perion may be found at

Forward Looking Statements

This press release contains historical information and forward-looking
statements within the meaning of The Private Securities Litigation Reform Act
of 1995 with respect to the business, financial condition and results of
operations of Perion. The words “will,” “believe,” “expect,” “intend,” “plan,”
“should” and similar expressions are intended to identify forward-looking
statements. Such statements reflect the current views, assumptions and
expectations of Perion with respect to future events and are subject to risks
and uncertainties. Many factors could cause the actual results, performance or
achievements of Perion to be materially different from any future results,
performance or achievements that may be expressed or implied by such
forward-looking statements, or financial information, including, among others,
the failure to realize the anticipated benefits of the proposed transaction;
risks entailed in integrating the ClientConnect business with Perion’s other
businesses, including employee retention and customer acceptance; the risk
that the transaction will divert management and other resources from the
ongoing operations of the two businesses or otherwise disrupt the conduct of
those businesses, potential litigation associated with the transaction, and
general risks associated with the business of Perion and with the
ClientConnect business, including changes in the markets in which the
businesses operate and in general economic and business conditions, loss of
key customers, unpredictable sales cycles, competitive pressures, market
acceptance of new products, inability to meet efficiency and cost reduction
objectives, changes in business strategy and various other factors, whether
referenced or not referenced in this press release. Various other risks and
uncertainties may affect Perion and its results of operations, as described in
reports filed by the Company with the Securities and Exchange Commission from
time to time, including its annual report on Form 20-F/A for the year ended
December 31, 2012 and the Proxy Statement of the Company filed with the SEC on
October 15, 2013. Perion does not assume any obligation to update these
forward-looking statements.

Source: Perion Network Ltd.


Perion Investor Relations
Deborah Margalit
Hayden / MS-IR LLC
Brett Maas / Miri Segal-Scharia
646-536-7331 / 917-607-8654 /
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