System1 confirms receipt of indication of interest for Total Security

System1 is in receipt of a non-binding indication of interest from Just Develop It regarding the possible acquisition of Total Security. The offer consists of $240 million in cash, the assumption of certain potential earnout payments in respect of Total Security and the delivery of approximately 29 million System1 shares held by Just Develop It and related persons. A special committee of the System1 board of directors has been formed that will evaluate among other things, this non-binding indication of interest. The special committee, together with its advisors, Solomon Partners and Weil, Gotshal & Manges LLP, are evaluating the offer and considering alternatives. There can be no assurance that the transaction described in the non-binding indication of interest, or any other transaction, will be completed or, if so, as to the timing, price and other terms and conditions of any such transaction. The Company does not intend to disclose developments with respect to this matter until such time as the board of directors approves a transaction or otherwise deems further disclosure appropriate, except as required by law or other regulatory requirements.