Fortress Investment Group LLC entered into a definitive agreement to acquire Finjan Holdings, Inc. (NasdaqCM:FNJN) for approximately $43.8 million on June 10, 2020. Under the terms of the transaction, Fortress Investment Group will commence a tender offer to purchase all the outstanding shares of Finjan Holdings’s common stock for $1.55 per share in cash. The transaction will be financied from available cash and equity commitment letter. In connection with the transaction, Directors and officers of Finjan Holdings, together with shareholders, in the aggregate holding approximately 28% of the outstanding shares of common stock of Finjan Holdings, have agreed to tender their shares in the offer pursuant to support agreements. Following successful completion of the tender offer, Fortress Investment Group will acquire all remaining shares not tendered in the offer through a merger at the same price as in the tender offer. Finjan Holdings will maintain its brand and business model post-transaction. In the event that the transaction gets terminated, Finjan Holdings, Inc. will pay termination fee of $1.4 million to Fortress Investment. Upon-completion, Finjan Holdings will be de-listed from Nasdaq. On June 24, 2020, Fortress Investment Group commenced the tender offer. At the closing, Finjan Holdings shall deliver to Fortress Investment a letter of resignation in a form reasonably satisfactory to Fortress Investment from each of the directors of Finjan Holdings and its subsidiaries (other than directors of the subsidiaries whom Finjan Holdings determines shall continue to serve in such capacities following the effective time), effective at the effective time. The closing of the tender offer is subject to customary conditions, including the tender of a majority of the outstanding shares of Finjan Holdings’s common stock. Finjan Holdings’s Board of Directors unanimously approved the merger agreement and recommends that shareholders tender their shares. The transaction is not subject to any financing condition and is expected to close in the third quarter of 2020. As of June 24, 2020, the offer will expire on July 22, 2020. Atlas Technology Group, LLC is acting as exclusive financial while Perkins Coie LLP and GCA Law Partners LLP are serving as legal advisors to Finjan Holdings, Inc. Asi Kirmayer, Christian Brause, Jennifer Coplan and Edward D. Ricchiuto of Sidley Austin LLP is serving as legal advisor to Fortress Investment Group. Computershare Trust Company, NA acted as depository for Fortress Investment Group. Georgeson LLC acted as information agent for Fortress Investment.