TruBridge (TBRG) Proxy filing summary

Executive summary

• A definitive agreement was reached for the acquisition of TruBridge by Inventurus Knowledge Solutions, Inc. (IKS), with TruBridge becoming a wholly owned subsidiary of IKS upon closing, expected in Q3 2026, subject to customary conditions and approvals.

• TruBridge shareholders will receive $26.25 per share in cash, and all equity-based awards will be converted to cash equivalents at the same price, with vesting and performance conditions accelerated or waived as applicable.

• The transaction is financed primarily through new debt, with a term loan underwritten by major banks, and is not contingent on the availability of financing.

• The Boards of Directors of both companies have unanimously approved the merger, and major shareholders representing about 27% of TruBridge shares have entered into support agreements to vote in favor.

• The combined entity aims to enhance healthcare technology and operational support for rural and community hospitals, leveraging AI and human expertise.

Voting matters and shareholder proposals

• The merger requires approval by a majority of TruBridge shareholders and the statutory waiting period under the Hart-Scott-Rodino Act.

• Support agreements with major shareholders (Pinetree Capital Ltd., L6 Holdings Inc., Ocho Investments LLC) obligate them to vote in favor of the merger and against alternative proposals.

• TopCo shareholders, holding about 62% of TopCo equity, have agreed to vote in favor of necessary approvals for debt financing.

Board of directors and corporate governance

• At closing, all TruBridge directors will resign, and the board of Merger Sub will become the board of the surviving corporation.

• The certificate of incorporation and bylaws of the surviving corporation will be amended and restated as set forth in the merger agreement.