nCino, Inc. (NasdaqGS:NCNO) entered into definitive agreement to acquire SimpleNexus, LLC from Insight Venture Management, LLC and others for approximately $1.2 billion on November 16, 2021. Under the terms of agreement, nCino is paying consideration in a stock and cash transaction valued at approximately $1.2 billion i.e. nCino will acquire SimpleNexus for approximately $240 million in cash and approximately 13.2 million shares of nCino Common Stock, subject to customary adjustments for transactions of this nature. The consideration to be paid to such securityholders will consist, in aggregate, of approximately 80% Parent common stock, par value $0.0005 (at a fixed value of $72.5250 per share, which is the average of the daily volume weighted average prices of the shares of nCino Common Stock for the 20 trading days prior to and including November 12, 2021), and approximately 20% in cash, subject to certain adjustments. Any securityholder of SimpleNexus or the Blockers that is not an accredited investor will receive his, her or its portion of the merger consideration solely in cash and the securityholders that are accredited investors will receive proportionally more shares of Parent Common Stock and less cash. A portion of the cash consideration will also be held in escrow to serve as security for the potential payment of a customary post-closing purchase price adjustment, capped at the amount of such escrowed funds. SimpleNexus' total revenues for the 12 months ending September 30, 2021, were approximately $41.6 million. As a part of acquisition, Cathleen Schreiner Gates will continue to lead SimpleNexus, reporting directly to me and 300 employees from SimpleNexus will be moving and nCino will have over 1,600 combined employees who are laser focused on continuing to transform the financial services industry through innovation, reputation and speed. The transaction is subject to receipt of regulatory approvals, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of certain tax opinions, authorization for listing of the shares of Parent Common Stock on Nasdaq, nCino Requisite Approval, Executed Agreements, Escrow Agreement, Exchange Agent Agreement, Restrictive Covenant Agreements and other customary closing conditions. nCino Board has unanimously approved the transaction. Transaction is expected to close by the end of nCino's fourth fiscal quarter ending January 31, 2022. The transaction expects SimpleNexus will be accretive to our total growth profile. BofA Securities, Inc. is serving as financial advisor to nCino, and Martin Wellington, Ian Helmuth, Rachel Kleinberg, Corey Perry and Jennifer Coplan of Sidley Austin LLP is serving as its legal counsel. Morgan D. Elwyn and Matthew J. Haddad from Willkie Farr & Gallagher LLP is serving as legal counsel to SimpleNexus and Insight Venture Partners.

nCino, Inc. (NasdaqGS:NCNO) completed the acquisition of SimpleNexus, LLC from Insight Venture Management, LLC and others on January 7, 2022. Under the terms of agreement, nCino is paying total consideration of approximately 12.76 million shares of nCino common stock plus cash consideration of approximately $270 million after adjustments.