Fairness opinions › Digital / HealthTech › 2026

TruBridge acquired by Inventurus Knowledge Solutions Health: fairness opinion by Solomon Partners

Announced April 23, 2026 · One-step merger · All cash · DEFM14A filed June 4, 2026

Digital / HealthTech Revenue Cycle Sponsor: Inventurus Knowledge Solutions Limited (TopCo), Indian public limited company

Enterprise value

$557M

EV / LTM EBITDA

8.1x

EBITDA $68.7M · 20% margin

EV / LTM revenue

1.61x

revenue $347M

DCF discount rate

12.0%–13.0%

Exit multiple

Deal terms

ConsiderationAll cash

Price per share$26.25

Premium15.0%

Premium basisclosing price of $22.88 on April 22, 2026 (one day prior)

StructureOne-step merger

Termination fee$12.3M (3.0% of equity)

Reverse termination fee$24.6M

Go-shopNone

Outside date—

FilingDEFM14A · EDGAR index

Implied value per share by method vs. $26.25 offer

Selected companies — EV / 2025A LTM Adjusted EBITDA $14.00 – $32.31

Selected companies — EV / 2026E Adjusted EBITDA $15.52 – $42.64

Precedent transactions — EV / LTM Revenue $8.89 – $48.47

Precedent transactions — EV / LTM Adjusted EBITDA $12.19 – $36.14

Discounted cash flow $24.11 – $39.81

Premiums Paid (informational) $19.40 – $34.06

Illustrative Present Value of Future Stock Price (informational) $20.62 – $37.09

Historical Company Share Trading Prices (52-week, informational) $14.00 – $26.29

Analyst Price Targets (informational) $15.00 – $25.00

Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.

Opinion of Solomon Partners to the target board

Delivered April 23, 2026 · Fee $10.6M ($8.1M contingent on closing), $2.5M on delivery of the opinion

Discounted cash flow assumptions

Discount rate12.0%–13.0%

BasisWACC derived using the Capital Asset Pricing Model (risk-free rate, equity risk premium, levered beta, pre-tax/post-tax cost of debt, debt to total capitalization)

Terminal valueExit multiple

Perpetuity growth—

Exit multiple5.0x–8.0x Terminal year (2028E) Adjusted EBITDA

Projection periodApril 1, 2026 - December 31, 2028 (Stub-FY2026-FY2028)

Projections usedCompany management Projections approved by the Board

Implied value per share$24.11–$39.81

Mid-year convention; discounted to April 22, 2026; unlevered FCF = Adjusted EBITDA less capex, severance/non-recurring reorganization expense and cash taxes ($6.0M stub-2026, $10.4M 2027, $14.1M 2028), adjusted for changes in NWC ($1.3M, $1.8M, $2.2M); net debt of $133.4M as of March 31, 2026 subtracted; 15.8M shares.

Selected public companies (10)

CareCloud, Inc. · Definitive Healthcare Corp. · Evolent Health, Inc. · Health Catalyst, Inc. · HealthStream, Inc. · Omnicell, Inc. · Phreesia, Inc. · Waystar Holding Corp. · ExlService Holdings, Inc. (BPO Company - reviewed but excluded from analysis) · Genpact Limited (BPO Company - reviewed but excluded from analysis)

Multiple	Peer low	Peer median	Peer high	Range applied	Implied per share
EV / 2025A LTM Adjusted EBITDA	3.4x	7.5x	13.7x	5.0x–9.0x	$14.00–$32.31
EV / 2026E Adjusted EBITDA	4.3x	7.2x	11.8x	4.5x–9.5x	$15.52–$42.64

Selected precedent transactions (6)

Date	Target	Acquirer	Multiple
2018-02	Intermedix Corporation - Healthcare Division	R1 RCM Inc.	2.4x EV / LTM Revenue
2018-06	Convergys Corporation	TD SYNNEX Corporation	8.4x EV / LTM Adjusted EBITDA (LTM Revenue 1.0x)
2021-06	Sykes Enterprises, Inc.	Sitel Group (Founders Worldwide Corporation)	10.2x EV / LTM Adjusted EBITDA (LTM Revenue 1.3x)
2022-03	Allscripts Healthcare Solutions Inc. (Veradigm, Inc.) - Hospitals and Large Physician Practice	N. Harris Computer Corporation	4.8x EV / LTM Adjusted EBITDA (LTM Revenue 0.8x)
2024-06	Sharecare, Inc.	Altaris, LLC	1.3x EV / LTM Revenue (EBITDA multiple NM)
2025-09	Premier, Inc.	Patient Square Capital, LP	10.3x EV / LTM Adjusted EBITDA (LTM Revenue 2.6x)

Multiple	Low	Median	High	Range applied	Implied per share
EV / LTM Revenue	0.8x	—	2.6x	0.8x–2.6x	$8.89–$48.47
EV / LTM Adjusted EBITDA	4.8x	—	10.3x	4.8x–10.3x	$12.19–$36.14

Other analyses

Analysis	Summary	Implied per share
Premiums Paid (informational)	Reviewed 82 control transactions of U.S. public targets with equity values of $300M-$1.0B announced April 22, 2021 - April 22, 2026 (excluding certain industries). Median 1-day premium 38.6%; median 30-day premium 48.9%. Applied 38.6%-48.9% to closing prices of $22.88 (4/22/26), $14.00 (3/30/26) and $17.59 (3/16/26). Merger Consideration of $26.25 implied 15% premium to 4/22/26 close, 87.5% to 3/30/26 close and 49% to 3/16/26 close.	$19.40–$34.06
Illustrative Present Value of Future Stock Price (informational)	Applied LTM Adjusted EBITDA multiples of 5.5x-7.5x to estimated Adjusted EBITDA for FY2026-FY2028, subtracted projected net debt, divided by 15.0 million shares, and discounted back to April 22, 2026 at a 14.0% cost of equity.	$20.62–$37.09
Historical Company Share Trading Prices (52-week, informational)	Reviewed historical trading prices for the 52-week period ending April 22, 2026.	$14.00–$26.29
Analyst Price Targets (informational)	Reviewed price targets from four Wall Street research analysts available as of April 22, 2026.	$15.00–$25.00
Implied Transaction Multiples	Per Share Merger Consideration of $26.25 implied 8.0x EV / LTM Adjusted EBITDA and 1.6x EV / LTM Revenue based on LTM Adjusted EBITDA of $68.7M and LTM Revenue of $346.8M for FY2025.	—

$2.5 million payable upon delivery of the opinion, fully creditable against the transaction fee; transaction fee of approximately $8.1 million payable upon and contingent on consummation of the Merger. Expense reimbursement and indemnification also provided.

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Management projections

Projection year	Year 1	Year 2	Year 3	CAGR
Revenue	$355M	$376M	$398M	6.0%
Revenue growth	2.2%	6.1%	5.8%
EBITDA	$81.4M	$92.7M	$107M	14.7%
EBITDA growth	18.5%	13.9%	15.4%
EBITDA margin	23%	25%	27%
Implied EV / EBITDA	6.8x	6.0x	5.2x

Year-1 growth is against LTM at announcement ($347M revenue, $68.7M EBITDA); later years are year over year.

Management prepared standalone Projections covering stub-FY2026 (April 1 - December 31, 2026), FY2026, FY2027 and FY2028, assuming a 21% tax rate. Total revenue of $354.6M in FY2026 rising to $398.1M in FY2028, with Adjusted EBITDA of $81.4M in FY2026 growing to $107.0M in FY2028 (stub-FY2026: revenue $268.9M, Adjusted EBITDA $64.4M). Capex, D&A, stock-based compensation and severance/non-recurring reorganization expense were also projected; Solomon relied on these non-GAAP measures at the Board's instruction for its analyses.

Process notes

Single financial advisor (Solomon Partners) delivered a fairness opinion to the TruBridge Board on April 23, 2026. Competitive process involving multiple bidders (Sponsor B, Sponsor C, Strategic Party A/Sponsor D, Strategic Party B); a Strategic Committee of the Board oversaw negotiations. Termination fee of ~$12.3M equals 3% of equity value; reverse termination fee of ~$24.6M equals 6% of equity value (negotiated up from 5%). Support agreements signed with Specified Stockholders Pinetree Capital, L6 Holdings and Ocho Investments; IKS also obtained support agreements from TopCo shareholders holding ~62% of TopCo equity for a required TopCo shareholder vote in connection with debt financing. Net debt of $133.4M as of March 31, 2026 (including $5.0M Viewgol litigation accrual) used across analyses.

Other Digital / HealthTech fairness opinions

Simulations Plus / Altaris 2026 · 16.7x EV/EBITDA
Forian / Management-Led Consortium 2026 · 85.0x EV/EBITDA
Talkspace / Universal Health Services 2026 · 23.9x EV/EBITDA
Streamline Health / MDaudit 2025
iCAD / RadNet 2025
Accolade / Transcarent 2025 · 35.5x EV/EBITDA

All Digital / HealthTech opinions → · Solomon Partners opinions