UserWay Agrees to be Acquired by Digital Accessibility Leader Level Access

UserWay (TASE: UWAY), a pioneer in accessibility AI technologies, and Level Access, a leading provider of digital accessibility solutions, have signed a definitive agreement for Level Access to acquire UserWay in an all-cash transaction for a consideration of US $98.7 million.

Upon closing of the transaction, the combined teams will help more organizations to launch and sustain successful digital accessibility programs. Level Access' decades of full-service digital accessibility expertise and UserWay's technology innovation will bridge the digital disability divide for more people online.

Under the terms of the merger agreement, UserWay shareholders will receive US $21.06 (approximately 76 ILS) per share in cash, representing a premium of 17% over the fully diluted share price as of market close on December 28th, 2023, and 22% over the Company's last thirty-day average fully diluted share price.

"We've long admired the Level Access team and their integration of technology, service, and subject matter expertise," said Allon Mason, CEO and Founder of UserWay. "This transaction delivers compelling value to our shareholders and provides our team with a great opportunity to bring our technologies to a broader market. We are unified by a shared mission to make the world more accessible, and we believe this partnership will increase and accelerate what we are able to accomplish."

"Allon and the UserWay team have developed incredible automated remediation technologies that enable organizations to move faster in their digital accessibility programs," said Tim Springer, CEO and Founder of Level Access. "This combination, with our full-service digital accessibility platform, will enable us to bring powerful new tools to our customers and positions us with a robust solution set for organizations of any size and maturity."

Approvals and Timing

The transaction has been approved by UserWay's Audit Committee, Board of Directors and is subject to customary closing conditions, including the approval of UserWay shareholders and regulatory approvals. The transaction is expected to close in early 2024. UserWay CEO Allon Mason will also be participating in the transaction with a direct investment in Level Access.

Upon closing of the transaction, UserWay will become a privately-held company wholly owned by Level Access and the company's shares will no longer be listed on TASE or on any public stock exchange. The business will continue to operate under the UserWay name and brand, with Allon Mason as CEO of UserWay and President of Level Access.

Nfluence Partners acted as exclusive financial advisors and Sullivan & Worcester as legal counsel to UserWay. Latham & Watkins LLP and Herzog, Fox & Neeman served as legal counsel to Level Access.

About UserWay

UserWay is a full-service provider of advanced digital accessibility software solutions. UserWay is trusted by millions of websites globally to improve accessibility and usability for people with disabilities. The company's Al-powered technologies help websites, apps, and digital documents more readily achieve compliance with accessibility regulations, such as the ADA, Section 508, AODA and the EAA, as well as internationally recognized standards such as WCAG 2.2, and EN 301 549. Learn more at UserWay.org.

About Level Access

Level Access has an unparalleled history in helping customers achieve and maintain compliance with the full scope of accessible technology regulations and standards including the ADA, WCAG, CVAA, AODA, EU directives on digital accessibility, and Section 508. Delivered through a comprehensive suite of software, expert services, and training, the company's solution ensures customers' websites, desktop and mobile applications, embedded software, gaming software, digital products, and electronic documents are accessible to everyone. To learn more, visit levelaccess.com.

Forward-Looking Statements

This document may include forward-looking information as defined in the Securities Law, 5728 ? 1968. Forward-looking information is uncertain and mostly is not under UserWay's control and the realization or non-realization of forward-looking information will be affected, among other things, by the risk factors characterizing the companies' activity, as well as developments in the general environment and external factors affecting the company's activity. The company's results and achievements in the future may differ materially from any presented herein and the companies make no undertaking to update or revise such projection or estimate and do not undertake to update this document. This document does not constitute a proposal to purchase the company's securities or an invitation to receive such offers. Investment in securities in general and in the company's in particular bears risks. One should consider that past performance does not necessarily indicate future results.