Simulations Plus (SLP) Proxy filing summary

Executive summary

• Shareholders are asked to vote on a merger agreement where the company will be acquired for $18.50 per share in cash, representing a 26% premium to the 60-day average trading price prior to the announcement.

• The board unanimously recommends approval of the merger, citing a robust auction process, strategic challenges, and the fairness opinion from Morgan Stanley.

• If approved, the company will become a wholly owned subsidiary of the acquirer and will be delisted from Nasdaq.

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

Voting matters and shareholder proposals

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

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstentions count as votes against.

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

Board of directors and corporate governance

• The board conducted a formal auction process, reviewed multiple bids, and selected the winning offer after negotiations and due diligence.

• A voting agreement was secured with major shareholders representing 15.9% of shares, who have agreed to support the merger.

• The board considered both positive and negative factors, including strategic alternatives, market conditions, and the certainty of cash consideration.