Windward Ltd. Recommended Cash Acquisition of Windward Ltd.

RNS Number : 2382R

Windward Ltd.

24 December 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE.

24 December 2024

RECOMMENDED CASH ACQUISITION

of Windward Ltd.

by Octopus UK Bidco Limited

(a newly formed company wholly-owned by FTV VIII, L.P. and its affiliates)

to be effected by way of a merger under the Israeli Companies Law

Summary

The Boards of Windward Ltd. ("Windward" and, together with its subsidiaries, the "Windward Group") and Octopus UK Bidco Limited ("Bidco"), a wholly-owned subsidiary of FTV VIII, L.P. ("Fund") and its affiliates (together with Fund, the "Fund Group"), are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of Windward (the "Acquisition").

Terms of the Acquisition

Under the terms of the Acquisition, Windward Shareholders will be entitled to receive:

215 pence per Windward Share (the "Offer Price") in cash.

The Acquisition values the entire issued and to be issued ordinary share capital of Windward at approximately £216 million on a fully diluted basis.

The Offer Price represents a premium of approximately:

· 47% to the Closing Price per Windward Share of 146 pence on the Latest Practicable Date;

· 92% to the six-month volume weighted average Closing Price per Windward Share of 112 pence (being the volume weighted average Closing Price for the six-month period ended on the Latest Practicable Date);

· 97% to the twelve-month volume weighted average Closing Price per Windward Share of 109 pence (being the volume weighted average Closing Price for the twelve-month period ended on the Latest Practicable Date); and

· 39% to the IPO price of 155 pence (being the placing price per Windward Share at the time of the IPO on 6 December 2021).

The Offer Price assumes that Windward Shareholders will not receive any dividend, distribution or other return of capital (whether by way of reduction of share capital or share premium account or otherwise) (each a "Distribution") following the date of this Announcement. Under the terms of the Merger Agreement, Windward is prohibited from making or declaring any Distribution on or prior to Completion. If any Distribution is nonetheless declared, made, paid or becomes payable by Windward, Bidco has the right to terminate the Merger Agreement.

Background to and reasons for the Acquisition

Fund has been assessing Windward and its business over recent months, having followed its development over a number of years. Fund believes that Windward is a highly attractive business with a strong management team and strategy, and that the Acquisition represents an attractive opportunity to increase exposure to the growing maritime compliance and supply chain end market. The Acquisition also represents an opportunity for enhanced data and AI led insight across the ecosystem.

Fund sees an opportunity to accelerate Windward's continued expansion from its current market position within the maritime sector, into a broader supply chain analytics provider and plans to support the development of Windward's future product roadmap under private ownership. For this, Windward may require investment, which could reduce profitability in the short to medium term, but should build the strong operational foundations required to support Windward's next phase of growth, scale its platform globally and drive sustainable long-term value.

Fund is confident in the future prospects of Windward's business and believes that moving to private ownership is in the long-term interest of Windward, its customers and its other stakeholders, and offers the best opportunity for Windward management to execute on its strategy and ambition to further accelerate the growth of the business.

Fund has a proven investment track record in the broader software sector and significant competence and know-how in scaling global software businesses. Fund will provide Windward with access to its Global Partner Network® of seasoned technology industry executives, as well as lend M&A expertise and resources to Windward as it leverages the existing platform to assist Windward with executing acquisitions to create long-term value.

Fund has strong confidence in Windward's current management team and believes that Windward has a team of talented employees who will be key to Windward's success going forward. Accordingly, Fund is committed to supporting the existing Windward management team in continuing to execute on its current strategy.

Fund believes that it is well placed to support Windward in the next stage of its development, by providing the capital necessary to accelerate Windward's strategic plan and realise its full potential and international ambitions. Fund sees significant potential from supporting Windward to make further bolt-on and potentially transformational transactions internationally.

Fund considers Windward to be a strong strategic fit with its thematic investment focus and is uniquely positioned to create significant value for Windward and its stakeholders, having built a relationship with Windward over the past seven years.

Background on the Fund Group and Bidco

Octopus Merger Sub Ltd. ("SPV") is a company limited by shares, incorporated in December 2024 under the laws of Israel. Bidco is a private limited company, incorporated in December 2024 under the laws of England and Wales.

SPV is a wholly-owned subsidiary of Bidco, which is itself a wholly-owned subsidiary of the Fund Group. Fund is a growth equity investment firm that has raised over US$6 billion in committed capital, to invest in high growth companies in the enterprise technology and services and financial technology and services sectors.

Fund has a long history of investing in founder-led companies and in October 2024 was included on Inc. "Founder Friendly Investors" list for the fourth year in a row.

Bidco is a newly established company formed by Fund for the purposes of the Acquisition and has neither traded prior to the date of this Announcement nor entered into any obligations other than in connection with the Acquisition.

Approval of the Audit Committee and Windward Independent Directors and recommendation of the Windward Independent Directors

The Windward Independent Directors, who have been so advised by Goldman Sachs Israel LLC, Tel Aviv Branch ("Goldman Sachs") as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Windward Independent Directors, Goldman Sachs have taken into account the commercial assessments of the Windward Independent Directors.

In addition to the Windward Independent Directors' approval, the Acquisition requires the approval of the Audit Committee as the Windward Executive Directors have a personal interest in the Acquisition as a result of the Reinvestment (as further detailed in paragraph ‎8 of this Announcement). The Audit Committee unanimously approved the Acquisition prior to the approval of the Windward Independent Directors.

The Windward Independent Directors and the Audit Committee have each unanimously determined the Acquisition to be in the best interests of Windward (including its shareholders). The Windward Independent Directors unanimously recommend that Windward Shareholders vote in favour of the Acquisition at a General Meeting which will be convened in connection with the Acquisition. In accordance with the Israeli Companies Law, the Windward Executive Directors did not participate in the discussion of the Acquisition and did not vote on the Acquisition.

Each Windward Independent Director who holds Windward Shares has irrevocably undertaken to vote in favour of the Acquisition in respect of their own beneficial holdings of 573,962 Windward Shares representing, in aggregate, approximately 0.66% of Windward's issued share capital on the Latest Practicable Date.

In addition, the Windward Executive Directors have irrevocably undertaken to vote in favour of the Acquisition in respect of their own beneficial holdings of, in aggregate, 6,610,092 Windward Shares representing, in aggregate, approximately 7.55% of Windward's issued share capital on the Latest Practicable Date.

Further details of these irrevocable undertakings are set out in Appendix 2 to this Announcement.

Background to and reasons for the Windward Independent Directors' recommendation

Since Windward's AIM flotation in December 2021, Windward's leadership team has delivered a highly attractive operational performance. Windward has more than doubled its ACV and more than tripled its global customer base over the last three financial years.

The Board of Windward and its management regularly review the performance, strategy, competitive position, opportunities, and prospects of Windward in light of the current business, economic climate, industry trends, and market environment.

While the Windward Independent Directors believe Windward is well positioned for future continued success and that the long-term prospects are strong as an independent listed entity, they also recognise that economic, regulatory and competitive uncertainties exist, many of which are beyond Windward's control.

Following engagement with Fund, including the provision of detailed information under a non-disclosure agreement, the Windward Independent Directors have concluded that the proposal received from Fund, following a period of price negotiation and based on interest from other potential bidders, is likely to be more advantageous for Windward's business and its other stakeholders than remaining listed on AIM, as the Acquisition is expected to provide Windward with increased access to the capital required to enable rapid expansion of its business.

The Windward Independent Directors have concluded that the proposal is attractive to Windward Shareholders, in that (i) it provides certainty to Windward Shareholders, as the proposal is deliverable given the limited conditions to Completion and (ii) Windward Shareholders will receive cash consideration only.

Windward Shareholder support

All Windward Independent Directors who hold Windward Shares have, in their capacities as Windward Shareholders, irrevocably undertaken to vote (or procure the vote) in favour of the Acquisition at a General Meeting in respect of their own beneficial holdings, amounting, in aggregate, to 573,962 Windward Shares representing, in aggregate, approximately 0.66% of Windward's issued share capital on the Latest Practicable Date.

In addition, Bidco has received irrevocable undertakings from the Reinvesting Managers (including the Windward Executive Directors), to vote (or procure the vote) in favour of the Acquisition at a General Meeting in respect of their own beneficial holdings, amounting, in aggregate, to 13,290,004 Windward Shares representing, in aggregate, approximately 15.18% of Windward's issued share capital on the Latest Practicable Date.

In total, Bidco has therefore received irrevocable undertakings from Windward Independent Directors and Reinvesting Managers (including the Windward Executive Directors) to vote (or procure the vote) in favour of the Acquisition at a General Meeting, amounting, in aggregate, to 13,863,966 Windward Shares, representing, in aggregate, approximately 15.84% of Windward's issued share capital on the Latest Practicable Date.

Bidco has also received irrevocable undertakings from certain Windward Shareholders to vote in favour of the Acquisition at a General Meeting, amounting, in aggregate, to 41,628,662 Windward Shares, representing, in aggregate, approximately 47.55% of Windward's issued share capital on the Latest Practicable Date.

In total, Bidco has therefore received irrevocable undertakings to vote (or procure the vote) in favour of the Acquisition at a General Meeting, in respect of a total of 55,492,588 Windward Shares, representing, in aggregate, approximately 63.39% of Windward's issued share capital on the Latest Practicable Date.

Each irrevocable undertaking referred to above (other than that provided by Gresham House Asset Management Ltd) remains binding in the event a higher competing offer is made for Windward by a third party, even in the event of a change in recommendation by the Windward Independent Directors. The irrevocable undertaking provided by Gresham House Asset Management Ltd lapses in the event a competing third party cash offer (where the consideration is not less than 105% of the cash consideration offered by Bidco under the Merger Agreement) for Windward is announced.

Bidco has also received non-binding letters of intent from certain Windward Shareholders, confirming their intention to vote (or procure the vote) in favour of the Acquisition at a General Meeting, in respect of, in aggregate, 11,828,226 Windward Shares, representing, in aggregate, approximately 13.52% of Windward's issued share capital on the Latest Practicable Date.

Further details of each of these irrevocable undertakings and the letters of intent are set out in Appendix 2 to this Announcement.

Structure, expected timetable and approvals

Completion of the Acquisition requires the approval of a simple majority of the Windward Shareholders present in person or by proxy and actually voting at a General Meeting. Therefore, the Windward Independent Directors intend to send a circular in the form of an information statement ("Information Statement") to the Windward Shareholders as soon as possible and, in any event, by no later than 10 January 2025, the purpose of which is to convene a General Meeting enabling Windward Shareholders to vote on the Acquisition. Full details of the Acquisition will be set out in the Information Statement, which will also specify the actions to be taken by Windward Shareholders.

It is intended that the Acquisition will be effected by means of a merger of SPV into Windward in accordance with the provisions of Israeli Companies Law. The Acquisition is not governed by the City Code on Takeover and Mergers (the "Takeover Code").

The parties currently anticipate that the Acquisition will be completed by the end of Q1 2025, subject to Windward Shareholder approval.

Commenting on the Acquisition, Brad Bernstein, Managing Partner of Fund said:

"As global seaborne trade expands, regulatory regimes tighten and supply chain pressures mount, the need for advanced maritime intelligence and visibility has become imperative for global organisations to effectively operate and manage risk in an increasingly complex landscape. Windward has built a best-in-class maritime AI-based analytics platform spanning use cases across risk, compliance, trading and the supply chain and delivering tangible value to its growing blue-chip customer base worldwide."

Commenting on the Acquisition, Jerome Hershey, Principal of Fund said:

"Fund has a long track record of partnering with data and analytics leaders across the governance, risk and compliance sector, and we've long admired what Ami and the Windward team have built since our first meeting in 2017. The company's attractive subscription revenue model demonstrates strong operating leverage and margin expansion. We look forward to partnering with the team to help drive their ambitious vision for product and geographic expansion and an exciting set of organic and inorganic growth initiatives."

Commenting on the Acquisition, Ami Daniel, Chief Executive Officer of Windward said:

"This marks an exciting next step in the evolution of Windward, providing the opportunity to build upon our first mover advantage in maritime generative AI through accelerated innovation and greater market reach. We are incredibly proud of the growth we have achieved while on the AIM market, and our ability to adapt and incorporate evolving technology, specifically generative AI. We are truly grateful for our shareholders' support to date, providing us with the funding to expand our offering, enter new markets and continuously create exciting new products. With the success of that investment evident in our accelerated growth rate and bigger scale, now is the time to replicate that success across additional geographic markets. In addition, being US-owned is expected to facilitate expedited penetration and growth in the US market.

The Fund team have an outstanding track record in supporting the scaling of founder-led software businesses globally and we believe that together we will be a significantly stronger organisation. For our customers, the additional investment will enable them to unlock far greater value from their data through our ambitious product roadmap, and for our employees, it provides increased job security and the confidence that we have the funding to drive forward together to achieve our potential."

Commenting on the Acquisition, The Lord Browne of Madingley, Non-Executive Chairman of Windward said:

"Windward has become firmly established on the world stage, but as an organisation we recognise there remains an untapped opportunity ahead to further transform additional spheres of global trade. Following due consideration, the Windward Independent Directors believe this transaction is in the best interests of all stakeholders, including our shareholders and employees; providing the environment to facilitate this expansion and support the future growth of the company."

This summary should be read in conjunction with the full text of this Announcement and the Appendices.

Certain definitions and terms used in this Announcement are set out in Appendix 1. Appendix 2 to the Announcement contains details of irrevocable undertakings and the letters of intent received by Bidco.

- Ends -

For more information, please contact:

Windward Ltd.	via Alma
Ami Daniel, Chief Executive Officer
Irit Singer, Chief Marketing Officer
Goldman Sachs	+44(0)20 7774 1000
(Financial adviser to Windward)
Chris Emmerson, Managing Director
Daniel Krinsky, Managing Director
Canaccord Genuity	+44(0)20 7523 8000
(Nominated adviser and broker to Windward)
Simon Bridges
Andrew Potts
Alma Strategic Communications	+44(0)20 3405 0205
Caroline Forde	windward@almastrategic.com
Kieran Breheny
Bidco and Fund	pr@ftvcapital.com
Brad Bernstein, Managing Partner
Annis Steiner, Head of Investor Relations
Rothschild & Co	+44(0) 20 7280 5000
(Financial adviser to Fund)
Philippe Noël
Tom Buggé

CMS Cameron McKenna Nabarro Olswang LLP and Epstein Rosenblum Maoz (ERM) are acting as legal advisers to Windward. Willkie Farr & Gallagher (UK) LLP and Gornitzky & Co. are acting as legal advisers to Fund, Bidco and SPV.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Windward, the Windward Group, Bidco, SPV, Fund or the Fund Group except where otherwise stated.

IMPORTANT NOTICE

Goldman Sachs is acting exclusively for Windward as its financial adviser and no one else in connection with the Acquisition and other matters referred to in this Announcement and will not be responsible to anyone other than Windward for providing the protections afforded to clients of Goldman Sachs or for providing advice in connection with the Acquisition or any other matter or arrangement referred to in this Announcement.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Windward as its nominated adviser and broker and no one else in connection with the Acquisition and will not be responsible to anyone other than Windward for providing the protections afforded to clients of Canaccord Genuity or for providing advice in connection with the Acquisition or any other matter or arrangement referred to in this Announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority is acting exclusively for Fund, Bidco and SPV and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Fund, Bidco and SPV for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to in this Announcement.

Further information

The Acquisition is not governed by the Takeover Code. As set out in Windward's admission document dated 30 November 2021, Windward has incorporated certain provisions in its articles of association, which seek to provide shareholders with a similar standard of protections otherwise afforded by the Takeover Code. These include provisions similar to Rule 9 of the Takeover Code and therefore may require that any person who acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Takeover Code) in shares which, taken together with shares in which it is already interested or in which persons acting in concert with it are interested, carry 30% or more of the voting rights of Windward, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Additionally, similar to Rule 9 of the Takeover Code, the articles of association of Windward also provide that when any person, together with persons acting in concert with it, is interested in shares which, in aggregate, carry more than 30% of the voting rights of Windward, but does not hold shares carrying 50% or more of such voting rights, a general offer will normally be required if any further interest in shares is acquired by any such person. Please refer to the latest articles of association available at the Windward website at https://windward.ai for further details.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of an Information Statement to be sent to the Windward Shareholders, which will contain the full terms and conditions of the Acquisition, including details of how the Acquisition can be approved.

Windward accepts no responsibility for the information contained in this Announcement other than that which relates to Windward and any member of the Windward Group and the recommendation of the Windward Independent Directors in relation to the Acquisition. Fund accepts no responsibility for the information contained in this Announcement other than information relating to Bidco, SPV, Fund and the Fund Group and accepts no responsibility for any information that that relates to Windward and any member of the Windward Group and the recommendation of the Windward Independent Directors in relation to the Acquisition.

Overseas jurisdictions

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, Windward and Fund disclaim any responsibility or liability for the violation of such restrictions by such person.

Notice to US holders

The Acquisition relates to the shares of an Israeli company and is being effected by way of a reverse triangular merger under Israeli Companies Law. The Acquisition will not be subject to any review or registration procedures of any securities regulatory authority outside of Israel and has not been approved or recommended by any such securities regulatory authority outside of Israel. In particular, neither this Announcement nor the Information Statement has been, or will be, approved by the United States Securities and Exchange Commission or any other authority of the United States, nor has any such authority determined or approved, or will determine or approve, the adequacy or accuracy of the information contained in this Announcement or the Information Statement.

The Acquisition is subject to the disclosure requirements and practices applicable in Israel which differ from the disclosure requirements of US tender offer and proxy solicitation rules. Accordingly, the Acquisition may be subject to disclosure and other procedural requirements, including with respect to the Acquisition timetable, financial information and basis of accounting, settlement procedures and timing of payments that are different from those applicable under US tender offer laws.

In accordance with Rule 14e-5 under the Exchange Act, Fund, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Windward Shares during the period between the date of this Announcement and the date on which Windward Shareholders approve the Acquisition at a General Meeting. If such purchases or arrangements to purchase were to be made, they would be made outside the US either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including, to the extent applicable, the Exchange Act. Any information about such purchases will be disclosed as required in the UK and reported to a Regulatory Information Service in the UK.

Financial information included in this Announcement has been, or will have been, prepared in accordance with accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

The receipt of consideration by a US holder for the transfer of its Windward Shares pursuant to the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as non-US and other, tax laws. Each affected Windward Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US federal, state and local, as well as non-US and other, tax laws.

It may be difficult for US holders of Windward Shares to enforce their rights and claims arising out of the US federal securities laws since Windward is organised in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Cautionary note regarding forward-looking statements

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of Windward and Fund and their respective Groups, and certain plans and objectives of Fund. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Windward and Fund to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on average capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.

Each forward-looking statement speaks only as of the date of this Announcement. None of Windward, the Windward Group, Bidco, SPV, Fund or the Fund Group, undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent legally required. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Announcement.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Market Abuse Regulation

The information contained within this Announcement would have, prior to its release, constituted inside information as stipulated under Article 7 of the Market Abuse Regulation. Upon the publication of this Announcement via a regulatory information service, this inside information will be considered to be in the public domain. For the purposes of the Market Abuse Regulation, the person responsible for arranging for the release of this information on behalf of Windward is Shany Shalev, General Counsel.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE.

24 December 2024

RECOMMENDED CASH ACQUISITION

of Windward Ltd.

by Octopus UK Bidco Limited

(a newly formed company wholly-owned by FTV VIII, L.P. and its affiliates)

to be effected by way of a merger under the Israeli Companies Law

1. Introduction

The Board of Windward and the Board of Bidco are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Windward by Bidco, a wholly-owned subsidiary of the Fund Group. Under the terms of the Acquisition, Windward Shareholders will be entitled to receive 215 pence in cash per Windward Share.

The Acquisition values the entire issued and to be issued ordinary share capital of Windward at approximately £216 million on a fully diluted basis.

The Acquisition provides certainty to shareholders and the Offer Price, to be paid in cash, represents a premium of approximately:

· 47% to the Closing Price per Windward Share of 146 pence on the Latest Practicable Date;

· 39% to the IPO price of 155 pence (being the placing price per Windward Share at the time of the IPO on 6 December 2021).

The Offer Price assumes that Windward Shareholders will not receive any Distribution following the date of this Announcement. Under the terms of the Merger Agreement, the Company is prohibited from making or declaring any Distribution on or prior to Completion. If any Distribution is nonetheless declared, made, paid or becomes payable by Windward, Bidco has the right to terminate the Merger Agreement.

The Windward Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and, together with all rights existing at or after Completion, including (without limitation) the right to receive and retain, in full, all Distributions (if any) declared, made or paid on or after Completion.

2. The Acquisition

Under the terms of the Acquisition, which will be set out in further detail in the Information Statement to be sent to Windward Shareholders, Windward Shareholders shall be entitled to receive 215 pence per Windward Share in cash, without any interest thereon, subject to the withholding of any applicable taxes as described below.

Bidco is providing the cash consideration payable for the Acquisition through equity financing. The equity financing is to be provided by the Fund Group, with Fund expecting to invest up to approximately £216 million.

The Acquisition will be implemented by way of a merger in accordance with the Israeli Companies Law through the reverse merger of SPV, an Israeli wholly-owned subsidiary of Bidco and an indirect wholly-owned subsidiary of the Fund Group, with and into Windward, with Windward surviving such merger as a wholly-owned subsidiary of Bidco. The Acquisition is not governed by the Takeover Code.

Structure

To effect the Acquisition, Bidco, SPV and Windward have today entered into the Merger Agreement pursuant to the terms of which the total consideration to be paid for all issued and outstanding and to be issued shares of Windward on Completion will be approximately £216 million (on a fully diluted basis), which represents a price of 215 pence per Windward Share.

Conditions

Completion of the Acquisition is subject to the satisfaction or waiver of a number of conditions set out in the Merger Agreement, including:

· the approval of the Acquisition by Windward Shareholders at a General Meeting;

· there being no Material Adverse Effect (as defined in the Merger Agreement) and no event or circumstance that would reasonably be expected to result in a Material Adverse Effect, prior to Completion; and

· the Israeli statutory waiting periods having elapsed following the filing of the relevant merger proposals with the Israeli Registrar of Companies (which filing will be made after the Acquisition has been approved by the Windward Shareholders at a General Meeting).

Conduct of business by Windward

Windward has agreed that until the earlier of Completion and termination of the Merger Agreement pursuant to the terms of the Merger Agreement, Windward will:

· conduct its business in the ordinary course;

· use commercially reasonable efforts to retain the services of its employees and preserve intact its existing relations and goodwill with governmental agencies, customers and suppliers;

· maintain all permits necessary for the operation of its business; and

· use commercially reasonable efforts to preserve intact its intellectual property.

Competing proposals

Windward has agreed that it will discontinue and cause to be terminated any activities or negotiations regarding any acquisition proposal with any persons conducted prior to the execution of the Merger Agreement. Windward has also agreed that it will, and will cause its representatives to, refrain from any discussions or negotiations with respect to any acquisition proposal until the earlier of Completion and termination of the Merger Agreement pursuant to the terms of the Merger Agreement.

In the event of a bona fide unsolicited Superior Proposal, the Board of Windward may change its recommendation to the Windward Shareholders and/or terminate the Merger Agreement, subject to Bidco's right to amend the terms of the Acquisition and the requirement for Windward to pay a break fee in certain cases (as described below).

Break fee

The Merger Agreement contains warranties given by each of Windward, Bidco and SPV and also provides for a break fee of £11 million (approximately 5% of the value of the Acquisition) to be paid by Windward to Bidco in the following circumstances:

· (i) the Merger Agreement is terminated by (a) Windward or Bidco if Completion has not occurred prior to 24 June 2025, or due to the failure to obtain the Windward Shareholders' approval, or (b) Bidco in the event of certain breaches by Windward that would inhibit the parties' ability to consummate the transaction; (ii) after the date of the Merger Agreement and prior to termination of the Merger Agreement, an Acquisition Proposal has been made and not been irrevocably withdrawn or otherwise abandoned; and (iii) within nine months after the date on which the Merger Agreement is terminated, Windward enters into a definitive agreement to effect any Acquisition Proposal that is subsequently consummated;

· the Merger Agreement is terminated by Bidco in the event of a breach by Windward or its subsidiaries of certain pre-Completion covenants relating to, among other things, non-solicitation and the posting of the Information Statement;

· the Merger Agreement is terminated by Bidco in the event that (i) the Board of Windward changes its recommendation to approve the Merger Agreement as set out in this Announcement; (ii) a tender or exchange offer that constitutes an Acquisition Proposal (as defined in the Merger Agreement) is commenced by a third party and the Board of Windward fails to publicly recommend against such offer; or (iii) the Board of Windward otherwise fails to reaffirm its recommendation to approve the Merger Agreement within three Business Days' (as defined in the Merger Agreement) of Bidco's request; or

· the Merger Agreement is terminated by Windward in order for Windward to enter into an agreement with respect to a Superior Proposal.

Reverse break fee

The Merger Agreement also provides for a reverse break fee of £11 million (approximately 5% of the value of the Acquisition) to be paid by Bidco to Windward in the event that:

· Windward terminates the Merger Agreement if Bidco or SPV have materially breached any of their respective warranties (other than fundamental warranties) under the Merger Agreement, except where such breach would not, or would not reasonably be expected to, prevent, materially delay or materially impede Bidco's or SPV's ability to consummate the Acquisition;

· Windward terminates the Merger Agreement if Bidco has breached any of its fundamental warranties, other than any de minimis inaccuracies; or

· Bidco or SPV have failed to perform or comply with any of their respective covenants or agreements under the Merger Agreement in all material respects,

and, in each case, Bidco or SPV have failed to cure the breach within 30 days of notice of the breach. This termination right is not available to Windward if it is in breach of the Merger Agreement in any material respect. The reverse break fee, if and to the extent payable, is the sole and exclusive remedy of Windward and its affiliates in the event the Merger Agreement is terminated due to a breach by Bidco.

Termination

The Merger Agreement may be terminated at any time prior to Completion by the mutual written consent of Bidco, SPV and Windward.

The Merger Agreement may also be terminated prior to Completion by Bidco, SPV or Windward if:

· the Acquisition is not consummated by 24 June 2025, it being agreed that such termination right cannot be exercised by a party whose failure to fulfil any of its obligations under the Merger Agreement has been the principal cause of the failure to meet such date;

· the Windward Shareholder approval is not obtained at the final adjournment of the General Meeting at which a vote is taken on the Acquisition; or

· a governmental agency of competent jurisdiction has formally issued a permanent, final and non-appealable order prohibiting the Acquisition.

The Merger Agreement may be terminated by Bidco and SPV under any of the following circumstances:

· Windward has breached certain of its "fundamental" warranties under the Merger Agreement (including warranties with respect to Windward's authority to enter into the Merger Agreement and capitalisation), or such warranties fail to be accurate at Completion, subject to a de minimis £1,575,000 threshold, and Windward has failed to cure the breach within 30 days of notice of the breach, it being agreed that such termination right would not be available to Bidco and SPV if either of them is in material breach of the Merger Agreement;

· Windward has breached any of its warranties under the Merger Agreement (other than fundamental warranties), subject to an overall Material Adverse Effect qualification, or

· there is a Material Adverse Effect or an event or circumstance that would reasonably be expected to result in a Material Adverse Effect prior to Completion,

and, in each case, Windward has failed to cure the breach within 30 days of notice of the breach, it being agreed that such termination right would not be available to Bidco and SPV if either of them is in material breach of the Merger Agreement.

The Merger Agreement may be further terminated by Bidco and SPV under any of the following circumstances:

· Windward or any of its subsidiaries have failed to comply in any material respect with certain of their pre-Completion obligations under the Merger Agreement relating to, among other things, non-solicitation and the posting of the Information Statement (unless such failure is unintentional and immaterial and is promptly cured within 30 days of notice of the breach, or, in the case of the posting of the Information Statement, such failure is caused by a delay in Bidco providing information to the Company); or

· (i) the Board of Windward changes its recommendation to approve the Merger Agreement as set out in this Announcement; (ii) a tender or exchange offer that constitutes an Acquisition Proposal under the Merger Agreement is commenced by a third party and the Board of Windward fails to publicly recommend against such offer; or (iii) the Board of Windward fails to reaffirm its recommendation to approve the Merger Agreement within three Business Days' (as defined in the Merger Agreement) of Bidco's request.

The Merger Agreement may be terminated by Windward under any of the following circumstances:

· at any time prior to receipt of the Windward Shareholders approval, in order to enter into an agreement with respect to a Superior Proposal, provided that Windward pays the break fee (as described above) to Bidco;

· Bidco or SPV have materially breached any of their respective warranties (other than fundamental warranties) under the Merger Agreement, except where such breach would not, or would not reasonably be expected to, prevent, materially delay or materially impede Bidco's or SPV's ability to consummate the Acquisition;

· Bidco has breached any of its fundamental warranties, other than any de minimis inaccuracies; or

· Bidco or SPV have failed to perform or comply with any of their respective covenants or agreements under the Merger Agreement in all material respects,

The Merger Agreement may be further terminated by Windward at any time prior to receipt of the Windward Shareholders approval, in order to enter into an agreement with respect to a Superior Proposal, provided that Windward pays the break fee (as described above) to Bidco.

Further details of the terms and conditions of the Merger Agreement will be set out in the Information Statement.

3. Background to and reasons for the Acquisition

Windward is a leading maritime AI company, in a market valued at more than US$10 billion. It is the only end-to-end data-driven AI solution and a first mover in maritime generative AI, with fifteen maritime-specific models developed in-house.

Windward benefits from global trends in shipping and trade. Geopolitical pressures have increased the criticality of supply chain management and heightened focus on activity on the seas by companies and government agencies. Through its massive, highly differentiated dataset of public, private, commercial, self-generated, and third party data, Windward tracks 2.2 million vessel activities daily and provides actionable insights to a range of customers.

Fund considers Windward to be a strong strategic fit with its thematic investment focus and is uniquely positioned to create significant value for Windward and its stakeholders having built a relationship with Windward over the past seven years.

4. Information on the Fund Group and Bidco

SPV is a company limited by shares, incorporated in December 2024 under the laws of Israel. SPV is a wholly-owned subsidiary of Bidco, which is itself a wholly-owned subsidiary of the Fund Group. Bidco is a private limited company, incorporated in December 2024 under the laws of England and Wales, formed by Fund for the purposes of the Acquisition. Neither Bidco nor SPV has traded prior to the date of this Announcement nor entered into any obligations other than in connection with the Acquisition.

Fund is a growth equity investment firm that has raised over US$6 billion in committed capital to invest in high growth companies in the enterprise technology and services and financial technology and services sectors.

Fund has a demonstrated track record of helping its portfolio companies identify, negotiate, and integrate strategic acquisitions. Fund employs a team of senior advisers who are experienced executives from the industry, and who work with Fund's portfolio companies to help them develop their technology infrastructure and roadmap, scale go-to-market (particularly in the US), enhance financial planning and analysis initiatives (i.e., creating an equity plan to retain and hire), and recruit new talent as needed.

Fund has a long history of investing in founder-led companies and in October 2024 was included on Inc. "Founder Friendly Investors" list for the fourth year in a row. In May 2023, recognising Fund's exceptional track record, Blackstone made a strategic investment from its GP Stakes fund to support and partner with Fund's strategy of investing in category-leading growth companies.

5. Information relating to Windward

Windward, which is traded on AIM under the ticker AIM:WNWD, is a leading Maritime AI™ company, providing an all-in-one platform to accelerate global trade. Windward's end-to-end AI-powered software solution aims to provide real time information and insights on vessels and activities at sea, enabling stakeholders within the maritime eco-system to make intelligence-driven decisions to manage risk and achieve business and operational efficiency.

The business has grown to become a successful global leader in maritime intelligence and AI. Windward supports a growing number of blue-chip customers across a range of industries from oil supermajors, freight forwarders and port authorities, to banks, shippers, insurers and governmental organisations, by providing them with critical insights needed for daily operations. Windward has over 250 globally spread private and public sector customers including BP, Shell and Gard and leading government agencies including the US department of Defence and Homeland Security.

Windward is registered in Israel but headquartered in the UK with a presence in three additional locations around the world, being the US, Ukraine and India.

As at 30 June 2024 ("HY 2024"), Windward had 170 permanent employees across five locations and had an ACV of US$37.2 million (HY 2023: US$27.6 million), being an increase of 35% on the previous financial year, with 99% of the revenue being subscription based. For the financial years ended 31 December 2020 to 2023, Windward achieved a revenue CAGR of 24.7%.

Windward reported total revenue for HY 2024 of US$17.6 million (HY 2023: US$12.8 million), representing an increase of 37.1% on the previous financial year, with 31% of Windward's total revenue being derived from commercial. For HY 2024, Windward generated a significantly reduced EBITDA loss of US$1.3 million (2023: US$3.8 million), down by 66%.

6. Approval of the Audit Committee and Windward Independent Directors and recommendation of the Windward Independent Directors

Further details of these irrevocable undertakings are set out in Appendix 2 to this Announcement.

7. Windward Shareholder support

In addition, Bidco has received irrevocable undertakings from the Reinvesting Managers (including the Windward Executive Directors) to vote (or procure the vote) in favour of the Acquisition at a General Meeting in respect of their own beneficial holdings, amounting, in aggregate, to 13,290,004 Windward Shares representing, in aggregate, approximately 15.18% of Windward's issued share capital on the Latest Practicable Date.

Further details of each of these irrevocable undertakings and the letters of intent are set out in Appendix 2 to this Announcement.

8. Reinvestment

Each of (i) Ami Daniel and Matan Peled and (ii) the other Reinvesting Managers have agreed to invest 50% and 35% respectively, of their after-tax (or pre-tax in the case of Israeli-based Reinvesting Managers) cash proceeds from the Acquisition in the capital of the indirect parent company of Bidco, promptly after Completion (the "Reinvestment"). The specific terms of the Reinvestment will be discussed and agreed between the Reinvesting Managers and Bidco at a later date.

9. Background to and reasons for the Windward Independent Directors' recommendation

Since Windward's AIM flotation in December 2021, Windward's leadership team has delivered highly attractive operational performance. Windward has more than doubled its ACV and more than tripled its global customer base over the last three financial years.

Generative AI has expanded the opportunity set and has accelerated Windward's ability to meet maritime market needs. Regulatory events (including sanctions and US demurrage) have also created urgent demand for Windward's products. This has resulted in a unique opportunity for Windward to focus on building new products and expanding its global reach. As the ultimate holding company of Windward following Completion will be a US company (incorporated in Delaware), the Windward Independent Directors believe that Windward will have greater access to opportunities to expand into the US market than Windward may otherwise have if it were to remain listed on AIM, thereby allowing for rapid growth.

10. Current trading and prospects of Windward

Current trading for Windward continues in line with the statements made in its half-year results announced on 20 August 2024 and in its trading update announced on 10 October 2024.

11. Windward management and employees

Windward's seasoned and global management team (which includes two co-founders and nine senior executives) has the relevant expertise to execute Windward's growth plan as Windward scales and expands its offerings. The Windward Directors believe Windward is well positioned for future continued success.

Bidco recognises, and attaches great importance and value to, the skills, experience and commitment of Windward's management and employees. Bidco is looking forward to working with Windward's management team and employees to support the future development of Windward. Bidco intends to ensure that the business continues to thrive as a private company, thereby offering greater opportunities for Windward's staff, particularly in terms of activities that pertain to developing and expanding Windward's position on a global basis.

Bidco continues to be fully supportive of Windward's senior management team and also recognises the skills and expertise of its over 190 worldwide employees. Bidco views Windward's senior management team and employees as a key attribute in driving future growth in the business. Bidco does not intend to affect any material changes to Windward's ongoing strategy and operations, or to implement material headcount reduction as a result of the Acquisition.

In addition, and consistent with Windward's move to private ownership, all non-executive Windward Directors will resign from their offices as directors of Windward on or shortly after Completion.

Other than as described above, Bidco's strategy is growth orientated and therefore Bidco does not expect or intend for the Acquisition to have any material impact on the continued employment or the balance of skills and functions of the management team and employees of the Windward Group.

Employment and pension rights

Bidco confirms that, following Completion, it intends to fully safeguard the existing contractual and statutory rights and terms and conditions of employment, including pension obligations, of the management and employees of the Windward Group in accordance with applicable law. Bidco does not envisage any material change in the conditions of employment or pension rights of the management and employees of Windward. Windward has no defined pension arrangements in place and Bidco does not intend to make any change in that respect.

Management incentives

Following Completion, Bidco intends to put in place incentivisation arrangements for Windward management and employees. However, Bidco has not yet entered into any form of incentivisation arrangement with any member of Windward's management or with any Windward employee, nor does it intend to enter into such discussions prior to Completion (save in respect of the Reinvestment).

12. Financing

Bidco is providing the cash consideration payable for the Acquisition through committed equity financing.

The equity financing is to be provided by the Fund Group, with Fund expecting to invest up to approximately £216 million.

13. Taxation

The disposition of the Windward Shares by Windward Shareholders in exchange for cash consideration pursuant to the Merger Agreement will be a taxable transaction for Israeli tax purposes. The Israeli Tax Ordinance generally imposes a capital gains tax on the sale of capital assets located in Israel, including shares in an Israeli resident company, at a rate of 23 to 33%¹ (depending on factors such as, amongst other things, whether the shareholder is a corporation or an individual and the shareholder's holding percentage in Windward). Individuals and "body of persons" (as defined in the Israeli Tax Ordinance) dealing in securities in Israel are taxed at the tax rates applicable to business income. However, non-Israeli resident shareholders are generally exempt from Israeli capital gains tax on any gains derived from the disposition of their shares, provided that such gains are not derived from a permanent establishment of such shareholders in Israel. A non-Israeli "body of persons" will not be entitled to such exemption if Israeli residents (i) hold, directly or indirectly, more than 25% in one or more of the means of control of such non-Israeli company or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli company, whether directly or indirectly.

In some instances, the payment of the consideration may be subject to withholding of Israeli tax at source.

Following this Announcement, Windward intends to file an application with the Israeli Tax Authority for a ruling that will provide a mechanism via which Windward Shareholders that are non-Israeli residents and have no connection to Israel may provide certain declarations/documents (to be determined) that will be sufficient to ensure that no Israeli withholding tax will apply to such Windward Shareholder's portion of the Acquisition consideration. If such a ruling is provided, no Israeli tax will be withheld from such non-Israeli resident that complies with the relevant requirements of the ruling. It is expected that the ruling will not be applicable to certain non-Israeli resident Windward Shareholders and that such shareholders will be required to obtain a withholding tax exemption certificate from the Israeli Tax Authority in order to avoid withholding of Israeli tax at source.

This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular Windward Shareholder or particular investment circumstances or to certain types of Windward Shareholders subject to special treatment under Israeli law. Each Windward Shareholder is encouraged to consult with its own tax adviser about the tax consequences of the Acquisition particular to it.

(Note 1: The applicable tax rate for corporations is the regular corporate tax rate (currently 23%). The applicable tax rate for individuals currently ranges from 25% to 33%, but is expected to range from 25% to 35% as of 1 January 2025, assuming that certain proposed legislation is passed by the Israeli parliament.)

14. Windward Share Incentive Plans

Participants in the Windward Share Incentive Plans will be contacted regarding the effect of the Acquisition on their rights under the Windward Share Incentive Plans and appropriate proposals will be made to such participants which reflect their entitlements under the Windward Share Incentive Plans in due course.

Details of the treatment of each Option / RSU under the Merger Agreement are set out below.

Options

EMI Options: Having received approval by the Windward Independent Directors, outstanding unvested EMI Options will accelerate in full. All fully vested EMI Options will be exercised in full and Windward Shares issued to the EMI Option holders, immediately prior to, and conditional on, Completion. EMI Option holders (in their capacity as Windward Shareholders) will receive an amount in cash equal to the Offer Price for each Windward Share they hold (subject to the deduction of the exercise price per Windward Share) in exchange for the cancellation of each such Windward Share.

Options other than EMI Options: All fully vested Options will be cash cancelled immediately prior to, and conditional on, Completion. Having received approval of the Windward Independent Directors, each unvested Option will be cancelled and converted into the right to receive an amount in cash equal to the Offer Price (subject to the deduction of the exercise price per Windward Share) following Completion, subject to satisfaction of the vesting conditions set out in such unvested Option agreement.

RSUs

PSUs (performance-based RSUs): The Remuneration Committee having determined that the performance-based vesting conditions have been satisfied, outstanding PSUs will vest in full and be cash-cancelled immediately prior to, and conditional on, Completion.

Management RSUs (non-performance based 2024 RSU awards): 50% of the unvested proportion will vest automatically immediately prior to, and conditional on, Completion, in accordance with the terms of their grant. Vested Management RSUs will be cash-cancelled immediately prior to, and conditional on, Completion.

Windward RSUs (excluding management RSUs and PSUs): Vested Windward RSUs will be cash-cancelled immediately prior to, and conditional on, Completion.

Unvested Windward RSUs and unvested Management RSUs: Each unvested Windward RSU and unvested Management RSU will be cancelled and converted into the right to receive an amount in cash equal to the Offer Price following Completion, subject to satisfaction of the vesting conditions set out in such unvested RSU award.

Israeli participants

Following this Announcement, Windward intends to file an application with the Israeli Tax Authority for a ruling that will provide Israeli tax withholding treatment with respect to the Acquisition consideration payable to those participants who were granted awards under the Windward Share Incentive Plans pursuant to Section 102 of the Israeli Tax Ordinance.

15. Windward General Meeting

The Acquisition requires the approval of a simple majority of the Windward Shareholders present in person or by proxy and actually voting at a General Meeting. The General Meeting is expected to be convened as soon as possible by the publication of an Information Statement to Windward Shareholders and, in any event, by no later than 10 January 2025.

16. Cancellation of AIM securities

Due to the Acquisition, it is intended that admission of Windward's shares to trading on AIM will be cancelled. An application will be made for the cancellation of trading of Windward Shares on AIM, with effect from or shortly following Completion. A further announcement regarding such intended cancellation will be made in due course.

17. Sources and bases of information

The value placed by the Acquisition on, and statements made by reference to, the existing share capital of Windward are based on 87,546,620 Windward Shares in issue, being the number of Windward Shares in issue on the Latest Practicable Date (excluding 1,107,684 of unallocated Windward Shares held by IBI Trust Management which are used to satisfy the exercise of Options and/or RSUs, and which are expected to be cancelled on Completion).

The fully diluted share capital of Windward (being 100,599,616 Windward Shares) is calculated on the basis of 87,546,620 Windward Shares in issue on the Latest Practicable Date (excluding the unallocated Windward Shares referenced above) and, in addition, up to 13,052,996 further Windward Shares which may be issued on or after the date of this Announcement following the exercise of Options or the vesting of RSUs. However, it should be noted that the number of Windward Shares which may be issued after the date of this Announcement to satisfy Options or RSUs is likely to be significantly smaller than the maximum number set out above (since this will depend upon the extent to which such Options or RSUs will be satisfied in cash rather than by the issue of Windward Shares).

Unless otherwise stated, the financial information and other information on the Windward Group included in this Announcement has been extracted or derived, without material adjustment, from the audited consolidated financial statements, unaudited interim results and unaudited half-year results, for the Windward Group for the relevant financial periods.

Unless otherwise stated, all historical share prices quoted for Windward Shares have been sourced from the Daily Official List and represent closing middle market prices for Windward Shares on the relevant dates.

18. General

Windward Shareholders should be aware that Bidco may purchase Windward Shares otherwise than under the Acquisition, such as in the open market or under privately negotiated purchases.

Rothschild & Co, Goldman Sachs and Canaccord Genuity have given, and not withdrawn, their consent to the publication of this Announcement with the inclusion of references to their respective names, in each case, in the form and context in which they appear in this Announcement.

19. Documents available on website

Copies of the following documents will be made available on
Windward's website at https://windward.ai until Completion or termination of the Merger Agreement (whichever is earlier):

· the Merger Agreement;

· the irrevocable undertakings and letters of intent listed in Appendix 2;

· a copy of this Announcement;

· a copy of the Information Statement once published; and

· the consents of Rothschild & Co, Goldman Sachs and Canaccord Genuity referred to in paragraph ‎18 above.

For more information, please contact:

Windward Ltd.	via Alma
Ami Daniel, Chief Executive Officer
Irit Singer, Chief Marketing Officer
Goldman Sachs	+44(0)20 7774 1000
(Financial adviser to Windward)
Chris Emmerson, Managing Director
Daniel Krinsky, Managing Director
Canaccord Genuity	+44(0)20 7523 8000
(Nominated adviser and broker to Windward)
Simon Bridges
Andrew Potts
Alma Strategic Communications	+44(0)20 3405 0205
Caroline Forde	windward@almastrategic.com
Kieran Breheny
Bidco and Fund	pr@ftvcapital.com
Brad Bernstein, Managing Partner
Annis Steiner, Head of Investor Relations
Rothschild & Co	+44(0) 20 7280 5000
(Financial adviser to Fund)
Philippe Noël
Tom Buggé

IMPORTANT NOTICE:

Goldman Sachs is acting exclusively for Windward as its financial adviser and no one else in connection with the Acquisition and other matters referred to in this Announcement and will not be responsible to anyone other than Windward for providing the protections afforded to clients of Goldman Sachs nor for providing advice in connection with the Acquisition or any other matter or arrangement referred to in this Announcement.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Windward as its nominated adviser and broker and no one else in connection with the Acquisition and will not be responsible to anyone other than Windward for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in connection with the Acquisition or any other matter or arrangement referred to in this Announcement.

Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Fund, Bidco and SPV and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Fund, Bidco and SPV for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to in this Announcement.

Further information

Windward accepts no responsibility for the information contained in this announcement other than that which relates to Windward and any member of the Windward Group and the recommendation of the Windward Independent Directors in relation to the Acquisition. Fund accepts no responsibility for the information contained in this Announcement that relates to Windward and any member of the Windward Group and the recommendation of the Windward Independent Directors in relation to the Acquisition.

Overseas jurisdictions

Notice to US holders

It may be difficult for US holders of Windward shares to enforce their rights and claims arising out of the US federal securities laws since Windward is organised in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Cautionary note regarding forward-looking statements

Each forward-looking statement speaks only as of the date of this Announcement. None of Windward, the Windward Group, Bidco, SPV, Fund or the Fund Group undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent legally required. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Announcement.

Rounding

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Market Abuse Regulation

APPENDIX 1

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"Acquisition Proposal"	as defined in the Merger Agreement, but broadly means an offer to (i) acquire more than 30% of Windward's issued share capital or more than 30% of the total consolidated assets of the Windward Group or (ii) subscribe for equity securities representing more than 30% of Windward's issued share capital;
"ACV"	annual contract value;
"AI"	artificial intelligence;
"AIM"	the market of that name operated by the London Stock Exchange;
"Announcement"	this announcement, including the Appendix;
"Audit Committee"	the audit committee of the Board of Windward;
"Board of Bidco"	the board of directors of Bidco;
"Board of Windward" or "Windward Directors"	the board of directors of Windward;
"Business Day"	a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in the City of London;
"Closing Price"	the closing middle market price of a Windward Share on a particular trading day as derived from the AIM appendix to the London Stock Exchange Daily Official List;
"Completion"	completion of the Acquisition in accordance with the terms of the Merger Agreement;
"CREST"	the system for the paperless settlement of share transfers and the holding of uncertificated shares, operated by Euroclear UK & International Limited;
"Daily Official List"	the Daily Official List of the London Stock Exchange;
"Depositary"	Computershare Investor Services PLC, whose registered office is at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom;
"Depositary Interests"	dematerialised interests representing underlying Windward Shares in the ratio of 1:1 that can be settled electronically through and held in CREST, as issued by the Depositary who holds the underlying securities on trust;
"EBITDA"	profit before depreciation, amortisation, interest, tax and share-based payment charges and associated employer tax charges;
"EMI Option"	vested Options that were granted by Windward to employees resident in the United Kingdom and which qualify under the provisions of Schedule 5 to the United Kingdom Income Tax (Earnings and Pensions) Act 2003;
"Exchange Act"	the United States Securities Exchange Act of 1934, as amended;
"FCA" or "Financial Conduct Authority"	the United Kingdom's Financial Conduct Authority;
"General Meeting"	the extraordinary general meeting of Windward Shareholders (including any adjournment thereof) to be convened in connection with the Acquisition;
"IPO"	the Company's initial public offering on AIM;
"Israeli Companies Law"	the Israeli Companies Law, 5759-1999, as amended from time to time and any rules and regulations promulgated thereunder;
"Israeli Tax Authority"	the Israel Tax Authority;
"Israeli Tax Ordinance"	the Israeli Income Tax Ordinance (New Version), 5721-1961;
"Latest Practicable Date"	23 December 2024, being the last Business Day prior to the date of this Announcement;
"London Stock Exchange"	London Stock Exchange plc;
"Market Abuse Regulation"	Regulation (EU) No 596/2014 (as it forms part of Retained EU Law (as defined in the European Union (Withdrawal) Act 2018));
"Material Adverse Effect"	as defined in the Merger Agreement, but broadly means any state of facts, change, effect, condition, development, event or occurrence which, individually or in the aggregate, would or would reasonably be expected to have a material and adverse effect on the assets, properties, financial conditions, operating results related to Windward's business as currently conducted, excluding certain force majeure events;
"Merger Agreement"	the merger agreement dated 24 December 2024 and entered into between Windward, Bidco and SPV;
"Option"	an option to purchase Windward Shares pursuant to any Windward Share Incentive Plan;
"Reinvesting Managers"	Ami Daniel (Chief Executive Officer), Matan Peled (Co-Founder and Head of US Business), Ofer Segev (Chief Financial Officer) and each other member of management who has agreed to participate in the Reinvestment;
"Remuneration Committee"	the remuneration committee of the Board of Windward;
"RSU"	a restricted stock unit granted under any Windward Share Incentive Plan in respect of Windward Shares (whether or not subject to performance conditions);
"Superior Proposal"	as defined in the Merger Agreement, but broadly means a proposal where, among other things, the consideration payable thereunder to the Windward Shareholders is not less than 110% of the consideration offered by Fund under the terms of the Acquisition and would be more favourable to the Windward Shareholders than the Acquisition;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;
"Windward Executive Directors"	Ami Daniel and Ofer Segev;
"Windward Independent Directors"	The Lord Browne of Madingley, Guy Mason, Tom Hutton, Stuart Kilpatrick and Claire Perry O'Neill;
"Windward Share Incentive Plans"	the Windward Ltd. Global Share Incentive Plan (2011) and the Windward Ltd. Amended and Restated Global Share Incentive Plan (2021);
"Windward Shareholder"	a holder of a Windward Share from time to time; and
"Windward Shares"	the existing unconditionally allotted or issued and fully paid ordinary shares of no par value each in the capital of Windward and any further such ordinary shares which are unconditionally allotted or issued before the date on which the Acquisition becomes effective in accordance with the Israeli Companies Law, and, includes, where the context requires, Depositary Interests in respect of such shares.

All references to (i) "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom; and (ii) "US dollars" and "US$" are to the lawful currency of the US.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

APPENDIX 2

DETAILS OF IRREVOCABLE UNDERTAKINGS

1. Irrevocable undertakings from Windward Directors and Reinvesting Managers

	Number of Windward Shares	Percentage of Windward's issued share capital
Amiad (Ami) Daniel	6,479,406	7.40%
The Lord Browne of Madingley	352,262	0.40%
Ofer Segev	130,686	0.15%
Roderick Guy Mason	73,900	0.08%
George Thompson (Tom) Hutton	73,900	0.08%
Stuart Charles Kilpatrick	73,900	0.08%
Matan Peled	5,861,838	6.70%
Other Reinvesting Managers	818,074	0.93%

These undertakings remain binding in the event a competing offer is made for Windward.

The obligations under these irrevocable undertakings will lapse from the earlier to occur of the following:

· Completion;

· the earlier of (i) the 12-month anniversary of the termination of the Merger Agreement in accordance with its terms, unless the Merger Agreement is terminated in circumstances where no Acquisition Proposal has been publicly announced on or prior to the date of such termination or, if so announced, such Acquisition Proposal has been irrevocably withdrawn or otherwise abandoned, in which case it will be the date of termination of the Merger Agreement and (ii) the nine month anniversary of the termination of the Merger Agreement in circumstances where the break fee under the Merger Agreement is payable and is actually paid;

· the date of entry into or effectiveness of any amendment, modification or waiver of any provision of the Merger Agreement that, without the prior written consent of the relevant Windward Shareholder in its capacity as such, (i) reduces the amount or changes the form of the consideration payable to such Windward Shareholder pursuant to the Announcement or (ii) otherwise materially and adversely affects the economic interests of such Windward Shareholder; and

· the date on which Bidco and the Windward Shareholder mutually agree in writing to terminate the irrevocable undertaking.

2. Irrevocable undertakings from other Windward Shareholders

	Number of Windward Shares	Percentage of Windward's issued share capital
Aleph, LP and Aleph-Aleph, LP	13,941,461	15.92%
XL Innovate Fund, LP	6,180,129	7.06%
Starry Leader Limited	4,584,960	5.24%
West Elk Capital, LLC	4,420,000	5.05%
Eliot International Limited	3,056,640	3.49%
La Maison ITF S.à.r.l. SICAR	2,731,977	3.12%
Dowgate Wealth Limited	2,276,847	2.60%
Oscar Time Limited	308,382	0.35%
Gresham House Asset Management Ltd	4,128,226	4.72%

These undertakings (other than that provided by Gresham House Asset Management Ltd) remain binding in the event a competing offer is made for Windward.

The obligations under the irrevocable undertakings above (other than that provided by Gresham House Asset Management Ltd) will lapse from the earlier to occur of the following:

· Completion;

· the 12-month anniversary of the termination of the Merger Agreement in accordance with its terms, unless the Merger Agreement is terminated in circumstances where no Acquisition Proposal has been publicly announced on or prior to the date of such termination or, if so announced, such Acquisition Proposal has been irrevocably withdrawn or otherwise abandoned, in which case it will be the date of termination of the Merger Agreement;

· the date on which Bidco and the Windward Shareholder mutually agree in writing to terminate the irrevocable undertaking.

The irrevocable undertaking provided by Gresham House Asset Management Ltd will lapse:

· from the earlier to occur of (i) Completion and (ii) the termination of the Merger Agreement in accordance with its terms, unless the Merger Agreement is terminated in circumstances where no Acquisition Proposal has been publicly announced on or prior to the date of such termination or, if so announced, such Acquisition Proposal has been irrevocably withdrawn or otherwise abandoned, in which case it will be the date of termination of the Merger Agreement; and

· from the date of announcement by a third party (other than a company controlled by Bidco) of an offer or scheme of arrangement to acquire in cash the entire issued share capital of Windward at a price of not less than 105% of the cash consideration offered by Bidco under the Merger Agreement.

3. Letters of intent from Windward Shareholders

	Number of Windward Shares	Percentage of Windward's issued share capital
Canaccord Genuity Asset Management	7,700,000	8.80%
Gresham House Asset Management Ltd	4,128,226	4.72%

Bidco has received non-binding letters of intent from each of (i) Canaccord Genuity Asset Management and (ii) Gresham House Asset Management Ltd, confirming their respective intentions to vote (or procure a vote) in favour of the Acquisition at a General Meeting in respect of their respective holdings of Windward Shares.

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