INTRODUCTORY NOTE
As previously disclosed, on June 15, 2026, Open Lending Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ANV Group Holdings Ltd., a private limited company incorporated under the laws of England and Wales (“Parent”), and Lakers Acquisition Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub would merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation (the “Surviving Corporation”).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on June 29, 2026, Merger Sub commenced a tender offer (the “Offer”) to purchase any and all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (other than shares of common stock owned by the Company or any direct or indirect wholly-owned subsidiary of the Company) (the “Shares”), at a purchase price of $3.15 per Share (the “Offer Price”), net to the holder thereof, in cash, without interest thereon and less any applicable tax withholding.
The Offer and withdrawal rights in connection therewith expired at one minute after 11:59 p.m., New York City time, on July 27, 2026 (the “Expiration Time”). According to the depositary agent for the Offer, as of the Expiration Time, a total of 101,256,899 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 85.57% of the issued and outstanding Shares. The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the condition to the Offer that there be validly tendered and not validly withdrawn prior to the expiration thereof a number of Shares that, together with all other Shares then-owned by Parent and its subsidiaries, represent at least a majority of the Shares outstanding at the expiration of the Offer; provided, however, that Shares tendered in the Offer that have not been “received” (as such term is defined in Section 251(h)(6) of the General Corporation Law of the State of Delaware (the “DGCL”)) were excluded. All conditions to the Offer having been satisfied or waived, on July 28, 2026, Merger Sub accepted for payment all Shares validly tendered into and not validly withdrawn pursuant to the Offer.
Following consummation of the Offer and the satisfaction or waiver of all conditions to the Merger set forth in the Merger Agreement, on July 30, 2026 (the “Closing Date”), Parent completed its acquisition of the Company by consummating the Merger without a meeting of stockholders of the Company in accordance with the Merger Agreement and Section 251(h) of the DGCL. Pursuant to the Merger Agreement, at the effective time (the “Effective Time”) of the Merger, each Share that was issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Merger Sub or the Company, or by any of their respective direct or indirect wholly-owned subsidiaries, and Shares held by stockholders of the Company who are entitled to demand and who have properly and validly demanded their statutory rights of appraisal in compliance with Section 262 of the DGCL) was converted into the right to receive the Offer Price, to the holder thereof, without interest thereon and less any applicable tax withholding (the “Per Share Merger Consideration”). As a result, at the Effective Time, a change in control of the Company occurred, and the Company became an indirect wholly-owned subsidiary of Parent.
The foregoing description of the Offer, the Merger and the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 16, 2026 and is incorporated herein by reference.
