Transaction Overview

Cover-All Expands Into the BI Market With Purchase of Moore Stephens

April 12, 2010

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Cover-All Technologies Inc. has announced the acquisition of Moore Stephens Business Solutions, a provider of business intelligence and advanced analytics solutions to the insurance industry.

Acquisition highlights include:

• Cover-All has acquired substantially all of MSBS’s assets (excluding working capital) for an aggregate purchase price of $2,450,000, with no assumed indebtedness.
• Approximately 96 percent of the purchase price consists of cash and a promissory note, and the remaining approximately four percent consists of Cover-All’s common stock.
• The acquired business is expected to be immediately accretive to Cover-All’s 2010 earnings with an operating margin comparable with Cover-All’s historic operating margin.
• On a trailing 12-months basis, MSBS generated more than $6 million in revenue.
• The combined organization will total more than 55 customers, all of which are part of the same target market.
• Seth Rachlin, currently CEO of MSBS, will join Cover-All’s management as an executive vice president and serve as managing director of Cover-All’s new business intelligence unit. The unit, including the staff of MSBS, will continue to be based in the New York City office.

(For more on Cover-All, click here for a case study with AIX Group. And for more on Moore Stephens, read here about a BI implementation with Scottsdale Insurance.)

While delivering three consecutive years of record revenues and profits, Cover-All also has been focused on building an innovative insurance information platform (My Insurance Center) utilizing leading-edge technologies and an information-centric architecture. These capabilities combined with exciting new offerings to My Insurance Center, expected to be completed in late 2010, have positioned the company for continued growth and profitability.

“I believe Cover-All has reached the point where we are ready for breakout growth, and this acquisition is evidence of that fact,” says John Roblin, chairman and CEO of Cover-All. “With our strong balance sheet and cash position, we now are able to shift our focus from stabilization to cultivation and execute on the second part of our carefully planned growth strategy–a strategy that includes immediately accretive acquisitions, which in turn, serve to fuel our organic growth and expanded offerings.”

“This acquisition presents an excellent opportunity for MSBS to move to the next level as we join the Cover-All family,” says Seth Rachlin, CEO of MSBS. “Building on our hard work over the past four years, we now will have additional resources to expand capabilities and our footprint.”

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