Simulations Plus (SLP) Proxy filing summary

Executive summary

• Shareholders are asked to vote on a proposed merger where each share will be converted into $18.50 in cash, representing a 26% premium to the 60-day average trading price prior to the merger announcement.

• The merger will result in the company becoming a wholly owned subsidiary of SP Evolution HoldCo II, LLC, an affiliate of Altaris, and the company will be delisted from Nasdaq.

• The board unanimously recommends voting in favor of the merger, citing a robust auction process, premium valuation, and certainty of all-cash consideration.

• Morgan Stanley provided a fairness opinion, concluding the $18.50 per share consideration is fair from a financial point of view.

• The merger is expected to close in the second half of 2026, subject to regulatory approvals and shareholder approval.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote is counted as a vote against.

• Dissenters' rights are available under California law for shareholders who do not vote in favor and follow strict procedures.

Board of directors and corporate governance

• The board conducted a formal auction process, reviewed multiple bids, and selected Altaris as the best offer.

• The board considered industry challenges, competitive pressures, and the company's ability to fund AI development as key factors.

• Directors and certain shareholders entered into a voting agreement to support the merger.