Forian acquired by Management-Led Consortium: fairness opinion by Houlihan Lokey
Announced April 2, 2026 · Tender offer · All cash ·
SC 14D9 filed April 16, 2026
Digital / HealthTech Analytics
Enterprise value
$68.0M
EV / LTM EBITDA
85.0x
EBITDA $0.8M · 3% margin
EV / LTM revenue
2.24x
revenue $30.3M
DCF discount rate
13.5%–16.5%
Exit multiple
Deal terms
ConsiderationAll cash
Price per share$2.17
Premium22.6%
Premium basis1-day closing price of $1.77 as of 8/22/25, last trading day before announcement of the Consortium's non-binding proposal
StructureTender offer
Termination fee$1.5M
Reverse termination fee—
Go-shopNone
Outside date—
FilingSC 14D9 · EDGAR index
Implied value per share by method vs. $2.17 offer
Selected companies — EV / CY2025 Revenue $1.63 – $2.43
Selected companies — EV / CY2026E Revenue $1.71 – $2.59
Precedent transactions — Transaction Value / LTM Revenue (applied to Company CY2025 Revenue) $2.09 – $2.89
Discounted cash flow $1.77 – $2.70
Selected Public Price Observations (informational) $1.64 – $4.03
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Houlihan Lokey to the special committee
Delivered April 2, 2026 · Fee $2.5M ($1.3M contingent on closing), $0.8M on delivery of the opinion
Discounted cash flow assumptions
Discount rate13.5%–16.5%
BasisWACC
Terminal valueExit multiple
Perpetuity growth—
Exit multiple1.3x–2.0x CY2030E Revenue
Projection periodthrough CY2030E
Projections usedCompany management Projections
Implied value per share$1.77–$2.70
Unlevered after-tax free cash flows based on the Projections; terminal value from 1.25x-2.00x estimated CY 2030 Revenue.
Selected public companies (7)
Certara, Inc. · Definitive Healthcare Corp. · Health Catalyst, Inc. · Indegene Limited · OptimizeRx Corporation · Simulations Plus, Inc. · Veradigm Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / CY2025 Revenue | 0.5x | 1.2x | 2.9x | 0.8x–1.5x | $1.63–$2.43 |
| EV / CY2026E Revenue | 0.6x | 1.2x | 2.4x | 0.8x–1.5x | $1.71–$2.59 |
Selected precedent transactions (12)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2026-03-09 | Talkspace, Inc. | Universal Health Services, Inc. | — |
| 2024-07-19 | Augmedix, Inc. | Commure, Inc. | — |
| 2024-06-21 | Sharecare, Inc. | Altaris, LLC | — |
| 2024-04-08 | Model N, Inc. | Vista Equity Partners Management, LLC | — |
| 2023-09-06 | NextGen Healthcare, Inc. | Thoma Bravo, L.P. | — |
| 2023-08-07 | Tabula Rasa HealthCare, Inc. | Exact Care Pharmacy, LLC (Nautic Partners, LLC) | — |
| 2023-07-06 | CorEvitas, LLC | Thermo Fisher Scientific Inc. | — |
| 2022-08-08 | Pharmaspectra Group Ltd | IQVIA Holdings Inc. | — |
| 2021-12-20 | Cerner Corporation | Oracle Corporation | — |
| 2021-12-08 | Clinigen Group plc | Triton Investment Management Ltd. | — |
| 2021-08-19 | Inovalon Holdings, Inc. | Nordic Capital X-Led Consortium | — |
| 2020-01-17 | Decision Resources, Inc. | Clarivate plc | — |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| Transaction Value / LTM Revenue (applied to Company CY2025 Revenue) | 1.2x | 3.6x | 10.3x | 1.3x–2.0x | $2.09–$2.89 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Selected Public Price Observations (informational) | Implied premia of the $2.17 Offer Price to VWAPs and closing prices as of 8/22/25 (day before announcement of the Consortium proposal) and 3/30/26: 1-day $1.77 (+22.6%) / $2.07 (+4.8%); 5-day VWAP $1.89 (+15.0%) / $2.05 (+5.6%); 10-day VWAP $1.92 (+13.2%) / $2.06 (+5.5%); 20-day VWAP $1.92 (+12.8%) / $2.07 (+4.9%); 30-day VWAP $1.94 (+12.0%) / $2.08 (+4.6%); 3-month VWAP $1.98 (+9.9%) / $2.09 (+3.8%); 6-month VWAP $1.98 (+9.4%) / $2.41 (-9.9%); 1-year VWAP $2.23 (-2.6%) / $2.33 (-6.8%); 52-week high $4.03 (-46.2%) / $2.71 (-19.9%); 52-week low $1.64 (+32.3%). | $1.64–$4.03 |
Aggregate fee of up to $2,500,000; $1,250,000 payable after delivery of the opinion (comprising $750,000 for the opinion and $500,000 of retainer/other service fees); remaining $1,250,000 payable upon consummation of the Transactions. Expense reimbursement and indemnity also provided.
3,000+ healthcare deal-level valuation multiples
The Valuation database includes financial details for more than 3,000 healthcare M&A transactions, private and public, with deal-level multiples, categorized by segment, type, and year.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $33.7M | $36.3M | $42.1M | $48.4M | $54.6M | 12.8% |
| Revenue growth | 11.2% | 7.7% | 16.0% | 15.0% | 12.8% | |
| EBITDA | $-1.2M | $-0.3M | $2.7M | $4.9M | $6.3M | — |
| EBITDA growth | -250.0% | — | — | 81.5% | 28.6% | |
| EBITDA margin | -4% | -1% | 6% | 10% | 12% | |
| Implied EV / EBITDA | — | — | 25.2x | 13.9x | 10.8x |
Year-1 growth is against LTM at announcement ($30.3M revenue, $0.8M EBITDA); later years are year over year.
Houlihan Lokey relied on Company management's Projections, which extended through calendar year 2030 (CY 2030E Revenue was used for the DCF terminal value). Revenue multiples were applied to the Company's CY 2025 Revenue and estimated CY 2026 Revenue. No specific revenue or EBITDA dollar amounts were disclosed in the sliced sections.
Process notes
Going-private tender offer by a consortium led by Chairman/CEO Max Wygod with other senior executives and existing stockholders; Schedule 13E-3 also filed. A Special Committee (advised by Houlihan Lokey as financial advisor and Potter Anderson and Miles & Stockbridge as counsel; Duane Morris was Company counsel, A&O Shearman represented the Consortium) negotiated the deal. Price was raised from the Consortium's initial $2.10 per share proposal (announced August 25, 2025) to $2.17. In addition to the $1.5 million termination fee, the Company may be required to reimburse Parent expenses of up to $1,250,000. Houlihan Lokey provided six sets of preliminary discussion materials (October 28, 2025 through March 11, 2026) superseded by its April 2, 2026 analyses. Officers and directors not part of the Consortium intend to tender.
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