Formula Keeps a Stake as Advent Takes Sapiens Private

Advent International completed a $2.5 billion cash purchase of Sapiens on December 17, 2025, taking the insurance software company private. Shareholders received $43.50 a share. Formula Systems, the Israeli IT group that had controlled Sapiens, kept a minority holding instead of selling out in full.

Formula still owns 18.68% of SI Swan UK Topco Limited, the new parent, and later paid a $200 million special dividend from the gain.

Advent Paid $43.50 a Share and Took Sapiens Private

Sapiens International Corporation N.V. agreed on August 13, 2025, to be bought for $43.50 a common share in cash, a deal the company said valued the equity at about $2.5 billion. That price was a 64% premium to the undisturbed close of $26.52 on August 8, 2025, and about 51% above both the 30-day and 60-day volume-weighted average prices as of that Friday.

The board, acting on a special committee, backed the merger and put it to a vote. Shareholders approved the proposals at an extraordinary general meeting on November 19, 2025. The European Commission cleared the purchase on November 28. The merger closed on December 17, 2025, after remaining regulatory steps and other closing conditions were met, and the common stock stopped trading on Nasdaq and the Tel Aviv Stock Exchange.

Funds advised by Advent committed $1.3 billion of equity. Citi advised Advent. William Blair advised Sapiens. The company cancelled its second-quarter earnings call the day the deal was announced and published results instead.

Those figures were not a growth burst. Second-quarter 2025 revenue rose 3.5% to $141.6 million from $136.8 million a year earlier. GAAP net income attributable to shareholders fell 23.6% to $14.2 million, and diluted earnings per share slipped to $0.25 from $0.33. Gross profit was $61.9 million, with a 43.7% gross margin. Full-year 2024 revenue had reached $542 million, a climb outgoing finance chief Roni Giladi later tied to more than 20 purchases during his tenure.

THE CASH TERMS ADVENT PUT ON THE TABLE

Douglas Hallstrom, then a director at Advent, said insurers were turning to technology for growth, profit, and resilience, and that the firm would push spending on product, AI, and customer work. “We will work with the company to accelerate investment into technology innovation, AI, and customer centricity,” Hallstrom said.

The 18.68% Formula Still Holds

Formula was not a bystander. It held 43.5% of Sapiens going into the merger, and Guy Bernstein, Formula’s chief executive, said on announcement day that the group would keep ownership and work with Advent on the shift to AI and software-as-a-service.

The residual holding is not a token. After the close, Formula reported approximately an 18.68% ownership stake in SI Swan UK Topco Limited, Sapiens’ ultimate parent under the new structure. The same 18.68% still sat on Formula’s books as of June 30, 2026.

Asseco Poland S.A., the Polish software group that controls Formula, told Polish markets on December 18, 2025, that Formula’s share had fallen from 43.5% and that Formula, and therefore Asseco, had lost control over Sapiens. Sapiens dropped out of Asseco’s consolidated numbers and was treated as discontinued operations.

That is the hidden ledger of the buyout. Public holders took cash and left. Formula took cash on the shares it sold, rolled the rest into the private company, and stayed in the cap table next to Advent.

WHAT FORMULA TOOK OUT OF THE SALE

• Residual stake: 18.68% of SI Swan UK Topco Limited after the close, still held on June 30, 2026.
• Control: Gone. Formula and Asseco stopped consolidating Sapiens once the merger finished.
• 2025 net income: $606.5 million attributable to Formula shareholders, against $79.7 million in 2024.
• Sapiens’ contribution: About $570 million for the full year, including the capital gain on loss of control, and $550.4 million in the fourth quarter.

Bernstein told investors the leftover position showed “continued conviction in Sapiens’ long-term strategy” and in a partnership with Advent “to accelerate the transition to AI and SaaS.” Customers, he said on August 13, could expect the same relationships, with Advent’s balance sheet added.

After Twenty Years, Al-Dor Handed Over the Keys

The operating handover was not gradual. On closing day Sapiens said Roni Al-Dor, president and chief executive for twenty years, would step down as of December 31, 2025. Mike Ettling, an Advent operating partner and former Unit4 chief executive, became executive chairman and interim chief executive while the board looked for a permanent boss.

Paul Wheeler arrived as chief financial officer. Dr. Ernesto Marinelli, who had been chief people officer at Advent-backed Aareon, became chief people success officer. James Hannay became chief revenue officer. Tal Sharon and Sveta Hardak-Nissan were named chief customer officers for life and pensions and for property and casualty and reinsurance. Giladi left the public-facing finance job and stayed on to help Wheeler through the handoff.

Ettling, in the closing release, put a number on the workforce he was inheriting.

I am privileged to have the opportunity to steward Sapiens and its 5,400 committed and innovative people in the next phase of their growth journey. Together with the leadership team, I look forward to building a new AI-driven customer-centric future for Sapiens.

Mike Ettling, Executive Chairman and interim CEO, Sapiens closing statement, December 17, 2025

He posted the same change of watch on his own account that evening.

With Advent’s acquisition of Sapiens now complete, I’m honoured to take on the role of Executive Chairman and serve as interim CEO while we begin the search for a permanent leader.

My thanks to Roni Al-Dor for his outstanding leadership and to Advent for their trust. We now move…

— Mike Ettling (@MikeEttling) December 17, 2025

Al-Dor’s goodbye was short. “It has truly been a privilege to lead Sapiens through its incredible growth journey,” he said, thanking staff and customers and saying the company would keep building tools for insurers under Advent.

WHO SAT IN THE NEW CHAIRS ON CLOSING DAY

• Mike Ettling: Executive chairman and interim chief executive; Advent operating partner; former Unit4 CEO and SAP SuccessFactors president.
• Paul Wheeler: Chief financial officer, with prior finance jobs at Operative and Trema and operating roles at Francisco Partners, ION Trading, and Efront.
• Ernesto Marinelli: Chief people success officer, previously chief people officer at Aareon.
• James Hannay: Chief revenue officer, previously chief growth officer at HCL Software.
• Tal Sharon and Sveta Hardak-Nissan: New chief customer officer posts for life and pensions and for P&C and reinsurance.

The public conversation around the $2.5 billion check treated it as a score for Israeli software. The new letterhead told a quieter story: a London dateline on the closing release, an Advent operating partner in the chair, and Israeli executives who remained described in customer-facing jobs rather than as the core C-suite.

Why Did Formula Stay Inside a Private Sapiens?

Formula could have sold the whole block. It did not. Bernstein’s August line was that Formula would “continue to retain ownership in Sapiens” and partner with Advent on AI and SaaS for the same insurance clients. The FY2025 results repeated that claim and named the vehicle: SI Swan UK Topco Limited.

The math for Formula’s public owners was simpler than the partnership language. Fourth-quarter 2025 net income attributable to Formula shareholders hit $554.8 million, or $35.03 per fully diluted share, against $20.1 million, or $1.28, a year earlier. Almost all of that print was the Sapiens gain and Sapiens’ results for the quarter. Full-year revenue from continuing operations still rose 18.4% to about $2.63 billion from $2.22 billion, so the group was not a shell waiting on one sale.

Cash followed the gain. Consolidated cash, cash equivalents, and short-term bank deposits were about $1.3 billion at December 31, 2025, against $563.2 million a year earlier. Total equity was $1.8 billion, or 49.9% of the statement of financial position, against $1.39 billion. That $1.3 billion cash pile is a different figure from Advent’s $1.3 billion equity commitment on the buyout; one is Formula’s year-end wallet, the other is the capital Advent’s funds pledged to fund the merger.

Keeping 18.68% also kept Formula exposed to whatever Advent does next with pricing, product cuts, and people. The group no longer sets the agenda. It sits as a minority holder in a private parent whose other large owners now include Advent and, from June 2026, the Abu Dhabi Investment Authority.

A New Minority Partner From Abu Dhabi

On June 2, 2026, Sapiens said a wholly owned subsidiary of the Abu Dhabi Investment Authority had invested and become a significant minority shareholder in the company. Advent did not publish the size of ADIA’s check. Hallstrom, by then a managing director, said Advent and ADIA would back spending on teams, products, and infrastructure, including a new London headquarters.

The same notice moved the company’s headquarters to Space House in Holborn and opened an AI Customer Experience Lab there, with a second lab planned in the United States later in 2026. Sapiens still described itself as the vendor of operating systems for more than 600 insurers in more than 30 countries. Ettling, still styled executive chairman and interim chief executive in that June release, sold the London site as a way to sit next to a global insurance market and to hire AI staff for a “forward deployment group.”

Insurers have a significant opportunity to improve customer satisfaction, growth, and profitability through the effective use of AI. Helping insurers capture this opportunity is Sapiens’ primary focus.

Douglas Hallstrom, Managing Director, Advent, June 2, 2026

The June pitch is the private-company version of the August 13 story: same software base, heavier AI language, a sovereign-wealth name on the register, and a London office as the public face. Formula’s 18.68% did not come off the table when ADIA arrived. It became one minority line in a thicker cap table.

Formula Booked $606.5 Million After Losing Control

On March 26, 2026, Formula reported record 2025 net income attributable to shareholders of $606.5 million, or $38.39 per fully diluted share. The Sapiens line, including the gain on loss of control, was about $570 million of that total. Bernstein called the close one of the year’s “key transactions” and said demand across the rest of the group still ran through cloud, cybersecurity, data, and AI work at subsidiaries.

The board then turned the gain into a check. On May 14, 2026, Formula declared a special cash dividend of $13.045 a share, about $200 million in total, citing 2025 results and “in particular, the completion of the acquisition of Sapiens by Advent.” The dividend was paid on June 4, 2026, to holders of record on May 25, in dollars on both the Tel Aviv ordinary shares and the Nasdaq ADRs.

THE PATH FROM ANNOUNCEMENT TO THE DIVIDEND

1. August 13, 2025: Sapiens and Formula announce Advent’s $43.50 cash deal and Formula’s plan to keep a minority stake.
2. November 19, 2025: Sapiens shareholders approve the merger at an extraordinary general meeting.
3. November 28, 2025: The European Commission clears Advent’s purchase.
4. December 17, 2025: The merger closes. Nasdaq and TASE listings end. Ettling, Wheeler, Marinelli, and Hannay take their posts.
5. December 31, 2025: Al-Dor leaves the chief executive job.
6. March 26, 2026: Formula reports $606.5 million of 2025 net income and confirms the 18.68% Topco holding.
7. May 14, 2026: Formula declares the $13.045 special dividend, about $200 million.
8. June 2, 2026: ADIA joins as a significant minority holder and Sapiens opens the Holborn headquarters.
9. June 4, 2026: Formula pays the special dividend.

Advent got the company. Public shareholders got $43.50. Formula got cash, a record year, a $200 million special dividend, and an 18.68% seat that was still there in mid-2026. The people who used to run Sapiens from Israel handed the keys to an Advent operating partner, and the letterhead moved to Holborn.

Frequently Asked Questions

Who Advised Advent and Sapiens on the Buyout?

William Blair & Company acted as financial advisor to Sapiens, with Latham & Watkins LLP and Meitar Law Offices as legal counsel. Citi advised Advent on the finances, and Kirkland & Ellis LLP and Herzog Fox Neeman advised Advent on the law. Those names were in Sapiens’ August 13, 2025, deal notice and did not change at close.

Did the European Commission Clear Advent’s Purchase of Sapiens?

Yes. The Commission’s competition department said on November 28, 2025, that it had cleared Advent’s acquisition of Sapiens. The merger still needed the November 19 shareholder vote and the other closing conditions, which were satisfied in time for the December 17 close.

How Many Sapiens Shares Did Formula Roll Into the Private Company?

The merger 6-K filed after close said 6,896,552 common shares held by the rollover shareholder stayed outstanding as shares of the surviving company. Another 17,418,214 Formula shares were transferred to the merger vehicle in exchange for a non-interest-bearing loan note, a block that together with the rollover shares accounted for the 24,314,766 shares Formula had voted in support of the deal.

How Large Was Advent When It Agreed to Buy Sapiens?

Sapiens’ August 13, 2025, notice said Advent oversaw more than $94 billion in assets under management as of March 31, 2025, with 16 offices across five continents and more than 430 investments in 44 countries since 1984. That is the bid-day size; it is not a statement of Advent’s assets after the Sapiens close.

Disclaimer: This article is news reporting and analysis of a completed private-equity purchase and related company results. It is informational only and is not a recommendation to buy, sell, or hold any security, private fund interest, or other investment. It does not constitute investment, legal, or tax advice. Readers should consult a licensed financial adviser, and where relevant a lawyer or tax professional, before acting on any figure or corporate event described here. Share prices, stakes, dividends, and ownership percentages reflect the company notices and filings cited above and can change.