Simulations Plus (SLP) Agrees to $18.50/Share Buyout Merger

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

Simulations Plus, Inc. (SLP) has entered into a merger agreement under which each share of SLP common stock would be bought out for $18.50 in cash. The buyer is SP Evolution HoldCo II, LLC, a Delaware limited liability company, acting through its subsidiary SP Evolution BidCo II, LLC. The deal must close by February 10, 2027, or either side may walk away.

Simulations Plus, Inc. (Nasdaq: SLP) has agreed to be acquired in an all-cash deal that would pay shareholders $18.50 per share, according to an 8-K (a filing companies use to report major news) filed with the SEC on June 17, 2026. The merger agreement was signed June 15, 2026.

Who is buying SLP?

The buyer is SP Evolution HoldCo II, LLC, a Delaware limited liability company. It is acting through a wholly owned subsidiary called SP Evolution BidCo II, LLC (called "Merger Sub" in the agreement). Under the deal's structure, Merger Sub would merge into Simulations Plus, making SLP a wholly owned subsidiary of the buyer. The filing does not identify who ultimately owns SP Evolution HoldCo II, LLC.

What happens to SLP shares?

At the moment the merger officially takes effect (the "Effective Time"), every outstanding share of SLP common stock would automatically be converted into the right to receive $18.50 in cash, with no interest. The shares would then be canceled and cease to exist. Shares held by SLP itself as treasury stock, or already owned by the buyer or its affiliates, would be canceled with no payment.

Key deal terms

Deadline: The merger must close by 12:01 a.m. New York City time on February 10, 2027 (the "End Date"). If it hasn't closed by then, either side may cancel the deal — unless that side is itself responsible for the delay.
Shareholder vote required: SLP shareholders must approve the merger at a special shareholder meeting. Certain existing shareholders have already signed a Voting and Support Agreement, dated June 15, 2026, committing to vote their shares in favor of the deal.
Break-up fees (cancellation penalties): If Simulations Plus walks away from the deal under certain circumstances — for example, if its board changes its recommendation or if SLP pursues a competing offer — SLP must pay the buyer a $13 million termination fee. If the buyer fails to close the deal under certain circumstances, the buyer must pay SLP a $26 million termination fee. SLP's maximum financial exposure in connection with a termination is capped at $26 million (plus any legal enforcement costs, themselves capped at $3 million).

What shareholders need to know

The $18.50 per-share price is an all-cash offer. Shareholders do not need to take any immediate action — a shareholder vote will be scheduled, and details will be sent out in a proxy statement (a formal document explaining the deal and asking for your vote). The deal can also be blocked if a court or regulator issues a permanent legal order stopping the merger.

Key facts

Simulations Plus, Inc. (SLP) signed a merger agreement on June 15, 2026

Buyer: SP Evolution HoldCo II, LLC, through subsidiary SP Evolution BidCo II, LLC

Merger consideration (price per share): $18.50 in cash, no interest

Deal deadline (End Date): February 10, 2027

Company termination fee: $13,000,000

Parent (buyer) termination fee: $26,000,000

Company maximum financial liability cap: $26,000,000 plus enforcement expenses up to $3,000,000

SLP shareholders must vote to approve the merger

Certain shareholders signed a Voting and Support Agreement dated June 15, 2026 committing to vote in favor

8-K filed: June 17, 2026

Why it matters

This is a go-private transaction that would cash out all public SLP shareholders at $18.50 per share — a fixed price with no stock component. Once the merger closes, SLP would no longer be a publicly traded company. The $26 million reverse break-up fee (payable by the buyer if it backs out) is roughly double the $13 million fee SLP would owe if it walks away, which signals relatively stronger buyer commitment but also shows the deal is not yet guaranteed. Shareholders should watch for the proxy statement, which will include the board's formal recommendation and any fairness opinion, before the shareholder vote is held.

Frequently asked

How much will SLP shareholders receive per share?

Each share of Simulations Plus common stock would be converted into $18.50 in cash at the time the merger closes, according to the merger agreement.

Who is buying Simulations Plus?

The buyer is SP Evolution HoldCo II, LLC, a Delaware limited liability company, acting through its wholly owned subsidiary SP Evolution BidCo II, LLC. The filing does not name the ultimate owner of SP Evolution HoldCo II, LLC.

What happens if the deal falls apart?

If Simulations Plus backs out under certain conditions (such as pursuing a competing deal), it must pay the buyer a $13 million termination fee. If the buyer fails to close under certain conditions, the buyer must pay Simulations Plus a $26 million termination fee.

When does the merger need to close by?

The agreement sets a deadline of February 10, 2027. If the merger has not closed by then, either side may cancel the deal, provided that side is not itself responsible for the delay.

What the filing reported

1.01 Entry into a Material Agreement

5.02 Departure/Election of Directors or Officers

9.01 Financial Statements & Exhibits