Postponement of 2020 Annual Meeting
of Shareholders
The 2020 annual meeting of shareholders
of Majesco, originally scheduled for September 21, 2020, will be postponed in light of the pending merger of Magic
Merger Sub, Inc. (“Merger Sub”) with and into Majesco with Majesco surviving
as the surviving corporation and wholly-owned subsidiary of Magic Intermediate, LLC (the “Merger”) under
the Amended and Restated Agreement and Plan of Merger dated August 8, 2020, by and among Majesco, Magic Intermediate, LLC and Merger
Sub, as the same may be amended or supplemented from time to time (the “Merger Agreement”). Majesco does not currently
expect to hold the 2020 annual meeting of shareholders because Majesco, Magic Intermediate, LLC and Merger Sub expect to consummate
the Merger on or about September 21, 2020. If the Merger is not consummated, a postponed 2020 annual meeting of shareholders
would likely be held (and the meeting date, record date and related dates for shareholder proposals announced) later in 2020.
Important Note Regarding Dissenters’
Rights and the Timing of Payment of Merger Consideration
Shares of Majesco common stock whose holders
have not “CONSENTED TO” the Merger could become Excluded Shares (as defined in the Merger Agreement) if their holders
properly exercise dissenters’ rights under Chapter 13 of the California General Corporation Law (“CGCL”). Therefore,
following the effective time of the Merger, (A) a holder of record of shares (including a holder of record through book entry)
of Majesco common stock will not receive the Merger Consideration (as defined in the Merger Agreement) pursuant to the Merger Agreement
until promptly following the earlier of (i) Majesco’s receipt of a written “CONSENT TO” the Merger proposal from
the holder of such shares at the record date or (ii) the expiration of the 30-day period for written demand of dissenters’
rights assuming such holder did not properly exercise dissenters’ rights during such period and (B) a person holding a beneficial
interest in shares held of record in the name of another person, such as a broker or nominee (commonly referred to as “street
name” for shares held through a brokerage account) will not receive the Merger Consideration until promptly following the
expiration of the 30-day period for written demand of dissenters’ rights assuming such holder did not follow the procedures
of the holder of record in a timely manner in order to perfect such person’s dissenters’ rights during such period.
If a shareholder properly exercises dissenters'
rights under Chapter 13 of the CGCL during such 30-day period, then such shareholder will not receive the Merger Consideration
for such shareholder’s Excluded Shares so long as their status as such is maintained; such shareholder would instead receive
the “fair market value” of the Excluded Shares in accordance with Chapter 13 of the CGC.
On or about September 14, 2020, Majesco
will be distributing to each shareholder that did not “CONSENT TO” the Merger proposal a Notice of Approval of Merger
and Dissenters’ Rights (the “Notice”), which will explain the dissenters’ rights process under Chapter
13 of the CGCL in greater detail. Each Majesco shareholder that did not “CONSENT TO” the Merger proposal is encouraged
to read the Notice which contains important information about the steps to be taken by shareholders intending to exercise dissenters’
rights.
Cautionary Language Concerning Forward-Looking
Statements
This report contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act. These forward-looking
statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance
and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light
of various important factors, including those set forth in Majesco’s reports that it files from time to time with the Securities
and Exchange Commission (“SEC”) and which you should review, including those statements under “Item 1A –
Risk Factors” in Majesco’s Annual Report on Form 10-K, as amended by its Quarterly Reports on Form 10-Q.
Important factors that could cause actual
results to differ materially from those described in forward-looking statements contained in this report include, but are not limited
to: the incurrence of unexpected costs, liabilities or delays relating to the Merger; and the failure to satisfy the conditions
to the Merger.
These forward-looking statements should
not be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or
reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy
may be material. You should not regard these statements as a representation or warranty by Majesco or any other person that Majesco
will achieve its objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. Majesco disclaims any obligation to publicly update
or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise,
after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.