Novacap to acquire Integral Ad Science for $10.30/share in all-cash go-private deal

INTEGRAL AD SCIENCE HOLDING CORP.

Per share price $10.30; total equity commitment of $857.8M from Novacap funds; debt commitment of $1B term loan plus $150M revolver.
Written stockholder consent obtained on Sept 24, 2025 approving merger; closing conditioned on HSR clearance and no earlier than Nov 23, 2025.
Company pays $52.5M termination fee in certain go-shop scenarios; Parent pays $100M termination fee if fails to close.
Vista Equity Partners (major stockholder) entered support agreement to vote in favor.
Transaction expected to close by March 24, 2026; merger agreement includes customary reps, warranties, and covenants.

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