As previously disclosed, on January 14,
2021, ProSight Global, Inc., a Delaware corporation (the “Company”)
entered into an Agreement and Plan of Merger (the “Merger Agreement”) by
and among Pedal Parent Inc., a Delaware corporation (“Parent”), owned by
affiliates of TowerBrook Capital Partners L.P. and Further Global Capital Management, Pedal Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company,
filed as Exhibit 2.1 to our Current Report on Form 8-K dated January 14, 2021 and filed with the Securities and Exchange
Commission on January 19, 2021. Pursuant to the Merger Agreement and subject to the terms and conditions therein, Merger
Sub will be merged with and into the Company (the “Merger”), with the
Company surviving as a wholly owned subsidiary of Parent. The consummation of the Merger is conditioned upon, among other things,
the receipt of required regulatory approvals, including those from the New York Department of Financial Services (“NYDFS”)
and Arizona Department of Insurance and Financial Institutions (“AZDOI”).
On July 30, 2021, the Company issued
a press release announcing that the Company has now received all regulatory approvals necessary to complete the Merger
under the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
Completion of the Merger remains subject
to customary closing conditions. Subject to their satisfaction, the Company currently expects the Merger to be consummated on or
about August 4, 2021.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K and the other
documents referenced therein may contain certain “forward-looking statements” (including “forward-looking statements”
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) with respect to the financial condition, results of operations
and business of the Company and certain plans and objectives of the board of directors of the Company. All statements other than statements
of historical or current facts included in this Current Report on Form 8-K are forward-looking statements. Forward-looking statements
often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”,
“plan”, “goal”, “believe”, “will”, “may”, “should”, “would”,
“could” or other words or terms of similar meaning. Such statements are based upon our current beliefs and expectations and
are subject to significant risks and uncertainties. Actual results may vary materially from those set forth in the forward-looking statements.
Although the Company believes the expectations
contained in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove correct. Such risks
and uncertainties include: risks and uncertainties related to the Merger Agreement including, but not limited to: the expected timing
and likelihood of completion of the pending Merger; potential legal proceedings that may be instituted against the Company following announcement
of the transaction; the state of the credit markets generally and the availability of financing; the occurrence of any event, change or
other circumstances that could give rise to the termination of the Merger Agreement; the risk that the parties may not be able to satisfy
the conditions to the pending Merger in a timely manner or at all; risks related to disruption of management time from ongoing business
operations due to the proposed Merger; the risk that any announcements relating to the pending Merger could have adverse effects
on the market price of the Company’s common stock; and the risk that the proposed Merger and its announcement could have an adverse
effect on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, agents or business
counterparties, and on its operating results and businesses generally. The Company undertakes no obligation to correct or update any forward-looking
statements, whether as a result of new information, future events or otherwise. Additional information on factors that may affect the
business and financial results of the Company can be found in the filings of the Company made from time to time with the SEC. Unless indicated
otherwise, the terms “ProSight,” “Company,” “we,” “us,” and “our” each
refer collectively to the Company and its subsidiaries.