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Sapiens International Corporation N.V. filings document foreign-private-issuer reports furnished on Form 6-K, including press-release exhibits, operating and financial updates, product announcements, customer events, and capital-structure matters. The records also include disclosures on the Series B Debentures and related board action.
The filing record documents the company's completed merger, shareholder approval at an extraordinary general meeting, proxy and Schedule 13E-3 materials, and the resulting treatment of common shares. Those disclosures describe Sapiens continuing as the surviving company and becoming a wholly owned subsidiary after the transaction.
FIL Limited and related entities report no current stake in Sapiens International Corp N.V. The Schedule 13G/A (Amendment No. 1) states that FIL Limited, Pandanus Partners, L.P., and Pandanus Associates, Inc. beneficially own 0.00 shares of Sapiens common stock, representing 0.0% of the class as of the event date.
The filing confirms each reporting person has no sole or shared voting or dispositive power over Sapiens common stock and indicates ownership of 5 percent or less of the class. The securities are described as being acquired and held in the ordinary course of business, without any purpose or effect of changing or influencing control of the issuer.
Sapiens International Corporation N.V. completed a cash merger on December 17, 2025, in which SI Swan Cayman Merger Sub Ltd. merged into the company, leaving Sapiens as the surviving entity and a wholly owned subsidiary of SI Swan UK Bidco Limited. After the merger, the company became privately held by affiliates of Bidco and Formula Systems (1985) Ltd.
At the effective time, each outstanding common share was cancelled in exchange for $43.50 in cash per share, excluding 6,896,552 rollover shares retained by the rollover shareholder and certain other shares that were cancelled without payment. The rollover shareholder received a non-interest bearing loan note of $757,692,309, and later contributed the rollover shares to a new holding company in exchange for shares valued at $300 million. The company has requested suspension and delisting of its shares from Nasdaq and the Tel Aviv Stock Exchange and expects to file to terminate its SEC registration and ongoing reporting obligations.
Sapiens International Corporation N.V. (SPNS) reported that its shareholders approved all proposals presented at an Extraordinary General Meeting related to a planned merger. The meeting concerned the Agreement and Plan of Merger among Sapiens, SI Swan UK Bidco Limited, SI Swan Guernsey Holdco Limited and SI Swan Cayman Merger Sub Ltd., under which Merger Sub will merge with and into Sapiens and Sapiens will be the surviving company, subject to the agreement’s conditions.
Shareholders approved the key special resolutions described as Proposal No. 1 and Proposal No. 2 in the company’s proxy materials. Because these were approved, the ordinary resolution to adjourn the meeting (Proposal No. 4) was not put to a vote. The report also states that its contents are incorporated by reference into Sapiens’ existing employee equity compensation registration statements on Form S-8.
Sapiens International Corporation N.V. (SPNS) approved a full early redemption of its unsecured, non-convertible Series B Debentures, with total consideration expected at NIS 66.6 million (approximately US $20 million).
The redemption will occur on November 10, 2025; as of that date, the aggregate principal par value is NIS 70 million, linked to the U.S. dollar exchange rate. Sapiens will pay outstanding principal, accrued interest, and any applicable early redemption amounts. Upon completion, the debentures will be delisted from the TASE and will cease to be outstanding, fully discharging the Company’s obligations to holders.
For context, the Series B Debentures were issued in September 2017 in an aggregate principal amount of approximately NIS 234.14 million, bearing a fixed annual interest rate of 3.37% with semi-annual interest payments and principal originally scheduled in equal annual installments from 2019 through 2026.