EX-99.(C)(V) 4 d837347dex99cv.htm EX-99.(C)(V) EX-99.(c)(v)

Exhibit (c)(v) PR PRELI ELIM MIIN NAR ARY Y D DR RAF AFT T C Conf onfidenti idential al Project Rover Special Committee Discussion Materials July 1, 2024


Overview of New Mountain Capital Waiver Request and Form of Proposal (2) • $13.25 per share (approx. 4% reduction from prior NMC Draft Proposal ) • 30.3% premium to the closing price per share of $10.17 on Jan 25, 2024, the day prior to New Mountain Capital’s (“NMC”) initial request for a waiver of certain provisions of the Investor Rights Agreement Price (1) • 31.6% premium to the 30-day volume-weighted average price per share of $10.07 (as of Jan 25, 2024) (1) • 29.1% premium to the 30-day volume-weighted average price of $10.26 (as of Feb 23, 2024, the last trading day prior to NMC’s amended request for a waiver) • In accordance with the terms of the waiver request previously granted by Rover, representatives of NMC and TCP-ASC ACHI Series LLLP (“TCP-ASC”) have engaged in discussions and mutual due diligence with respect to a potential joint acquisition of the shares of Rover not owned by such parties or their affiliates • These discussions have not resulted in any agreement to date, and NMC is no longer interested in pursuing a joint proposal with TCP-ASC Partnership • NMC continues to believe that it is in the best interests of Rover, its customers and employees and the unaffiliated stockholders to accelerate a process whereby the Board can pursue a potential with TCP-ASC transaction with NMC, and NMC hereby (i) submits a request that Rover waive each of the restrictions set forth in Section 6.1 of the Investor Rights Agreement to the extent they would prohibit NMC from making or pursuing such a proposal (including complying with any associated disclosure requirements resulting therefrom) and (ii) submit a revised form of proposal (“Proposal”) • NMC remains open to having TowerBrook Capital Partners and Ascension Health participate in a potential transaction as equity co-investors • The Proposal assumes a recapitalization of Rover’s indebtedness with new third-party debt financing from GS and JPMorgan. NMC has received commitment letters and can share them with Rover at Rover’s request. The equity financing to support the Proposal would be funded by the rollover of NMC’s existing 32% common stock ownership interest in Rover and new cash equity to be provided or arranged by NMC • Prior to signing any definitive documentation, as part of customary pre-signing discussions with customers, NMC would expect to discuss with Rover’s current customer stockholders (Ascension Health, Intermountain, LifePoint Health, Providence, and Sutter) their interest in maintaining or increasing their equity investment in Rover through new investment or through a Equity & Debt rollover of all or a portion of their current common stock positions. In addition to current customer stockholders, NMC would also welcome having TowerBrook Capital Partners participate as Financing a co-investor • If and when approved by the Special Committee, NMC would also like to discuss with members of management whether they would have any interest in rolling over a portion of their equity in the transaction • The Proposal is not contingent on any current direct or indirect stockholders participating or rolling their existing ownership interest in Rover into the transaction • The Proposal has been approved by NMC’s investment committee, and NMC is prepared to move forward with completing definitive documentation and signing a transaction by July 12, 2024 • The $13.25 per share price reflects the completion of diligence and takes into account events that have occurred subsequent to the initial waiver request on January 26, 2024 Diligence • The Proposal remains subject to the negotiation and execution of mutually acceptable definitive agreements, and NMC’s counsel will share a draft merger agreement with the Special and Timing Committee’s advisors • NMC requests that Rover respond in writing with its decision regarding NMC’s request for a waiver no later than 5:00 p.m. ET on July 3, 2024 st Source: New Mountain Capital Waiver Request and form of proposal (July 1 , 2024) (1) Volume-weighted average prices based on New Mountain Capital calculations as detailed in their Waiver Request. 2 (2) Reflects prior New Mountain Capital Draft Proposal publicly filed on February 23, 2024. CONFIDENTIAL | PRELIMINARY DRAFT


Rover Illustrative Statistics at Various Prices ($MM, except per share amounts) Prior NMC Rover Rover NMC (7) Draft Proposal Unaffected Current Draft Proposal as of 2/23/24 (5) as of 6/28/24 (7/1/24) (6) Illustrative Rover Valuation Statistics Illustrative Share Price: $11.10 $12.56 $13.25 $13.50 $13.75 $14.00 $14.25 $14.50 $14.75 $15.00 Implied Transaction Premium Statistic Premium to Price Prior to Public Disclosure of NMC Draft Proposal (2/23/24) (5) $11.10 - 13% 19% 22% 24% 26% 28% 31% 33% 35% Premium to 30-Day VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 10.31 8% 22% 28% 31% 33% 36% 38% 41% 43% 45% Premium to Price Prior to Request for Waiver of Investor Rights (1/25/24) (6) 10.17 9% 24% 30% 33% 35% 38% 40% 43% 45% 47% Premium to 30-Day VWAP Prior to Request for Waiver of Investor Rights (1/25/24) (8) 10.07 10% 25% 32% 34% 36% 39% 41% 44% 46% 49% Premium to Current Price (6/28/24) 12.56 (12%) - 5% 7% 9% 11% 13% 15% 17% 19% Premium to 60-Day VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 10.41 7% 21% 27% 30% 32% 35% 37% 39% 42% 44% Premium to 90-Day VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 10.67 4% 18% 24% 27% 29% 31% 34% 36% 38% 41% Premium to LTM VWAP (Prior to Public Disclosure of NMC Draft Proposal) (1) 12.72 (13%) (1%) 4% 6% 8% 10% 12% 14% 16% 18% Premium to LTM High Share Price (07/17/2023) 18.49 (40%) (32%) (28%) (27%) (26%) (24%) (23%) (22%) (20%) (19%) Premium to LTM Low Share Price (01/11/2024) 9.11 22% 38% 45% 48% 51% 54% 56% 59% 62% 65% Premium to Unaffected Enterprise Value (5) 7,286 - 10% 15% 16% 18% 20% 21% 23% 25% 26% Implied Valuation & Multiples Fully-Diluted Equity Value (2) $5,113 $5,880 $6,219 $6,342 $6,464 $6,587 $6,710 $6,832 $6,955 $7,078 Fully-Diluted Enterprise Value (2) $7,286 $8,013 $8,352 $8,475 $8,598 $8,720 $8,843 $8,966 $9,089 $9,211 Street Consensus Estimates Revenue Multiples (3) Statistic NTM (Period Ending March 31, 2025) $2,704 2.7x 3.0x 3.1x 3.1x 3.2x 3.2x 3.3x 3.3x 3.4x 3.4x CY25E 2,921 2.4 2.7 2.9 2.9 2.9 3.0 3.0 3.1 3.1 3.2 Adj. EBITDA Multiples (3) NTM (Period Ending March 31, 2025) $666 10.7x 12.0x 12.5x 12.7x 12.9x 13.1x 13.3x 13.5x 13.6x 13.8x CY25E 770 9.1 10.4 10.8 11.0 11.2 11.3 11.5 11.6 11.8 12.0 Rover Management Plan Revenue Multiples (4) Statistic NTM (Period Ending March 31, 2025) $2,665 2.7x 3.0x 3.1x 3.2x 3.2x 3.3x 3.3x 3.4x 3.4x 3.5x CY25E 2,913 2.5 2.8 2.9 2.9 3.0 3.0 3.0 3.1 3.1 3.2 Adj. EBITDA Multiples (4) NTM (Period Ending March 31, 2025) $674 10.8x 11.9x 12.4x 12.6x 12.8x 12.9x 13.1x 13.3x 13.5x 13.7x CY25E 766 9.5 10.5 10.9 11.1 11.2 11.4 11.5 11.7 11.9 12.0 Note: Current market prices as of June 28, 2024. (5) Statistics based on Rover’s stock price, capitalization, and consensus estimates as of February 23, 2024, the trading day (1) Volume-weighted average prices based on trading days per FactSet as of February 23, 2024, the trading day prior to prior to public filing of the NMC Draft Proposal. public filing of the NMC Draft Proposal. (6) Reflects New Mountain Capital Draft Proposal received on July 1, 2024. (2) Rover capitalization as of June 18, 2024 provided by Rover Management. Balance sheet statistics per Rover 10-Q for the (7) Reflects prior New Mountain Capital Draft Proposal publicly filed on February 23, 2024. 3 period ended March 31, 2024. (8) Volume-weighted average prices based on trading days per FactSet as of January 25, 2024, the trading day prior to the (3) Rover Street projections based on FactSet mean consensus estimates as of June 28, 2024. request for waiver of investor rights. (4) Rover Management Plan provided by Rover Management in April 2024. CONFIDENTIAL | PRELIMINARY DRAFT


Overview of Rover Short-Term Trading From Week of Request for Waiver of Investor Rights (January 22, 2024) to Current (June 28, 2024) Mar. 11, 2024 Share Price Trading Volume (000s) Rover announces the formation of the special committee; TCP-ASC files 13D amendment $15.00 35,000 Feb. 26, 2024 disclosing request for a waiver of take-over Public filing of the NMC Draft statutes and a statement that they are not a seller Proposal for $13.75 / share (all- 1-Day Price Rxn.: +1% cash) and issuance of open letter May 8, 2024 regarding NMC Draft Proposal by $14.00 30,000 May 7, 2024 Rover announces Q1’24 Coliseum Capital Limited standstill waiver earnings results (Pre-Market) NMC Draft 1-Day Price Rxn.: +25% sent to New Mountain and 1-Day Price Rxn.: +3% (3) Proposal : TCP-ASC $13.25 1-Day Price Rxn.: +3% $13.00 25,000 Rover Jan. 26, 2024 $12.21 New Mountain Capital delivers (1) +13% vs. 2/23 a private request for the waiver (10%) vs. 2/26 $12.00 20,000 of certain provisions of their Feb. 22, 2024 Investor Rights Agreement June 13, 2024 UnitedHealth announces May 8, 2024 Mar. 19, 2024 Special Committee grants waiver suspected cybersecurity breach of Cyberattack disrupts Change Healthcare IT systems Rover discloses it has hired advisors to extension to New Mountain and Ascension Healthcare IT $11.00 15,000 1-Day Price Rxn.: (0%) the Special Committee and that it has TCP-ASC through July 12 systems rejected TCP-ASC and NMC’s request 1-Day Price Rxn.: +4% for a waiver of the standstill agreement 1-Day Price Rxn.: (1%) $10.00 10,000 Selected (2) HCIT (1) (10%) vs. 2/23 $9.00 5,000 (10%) vs. 2/26 $8.00 0 1/22 1/24 1/26 1/30 2/1 2/5 2/7 2/9 2/13 2/15 2/20 2/22 2/26 2/28 3/1 3/5 3/7 3/11 3/13 3/15 3/19 3/21 3/25 3/27 4/1 4/3 4/5 4/9 4/11 4/15 4/17 4/19 4/23 4/25 4/29 5/1 5/3 5/7 5/9 5/13 5/15 5/17 5/21 5/23 5/28 5/30 6/3 6/5 6/7 6/11 6/13 6/17 6/20 6/24 6/26 6/28 Source: Closing prices and volumes per FactSet as of June 28, 2024. Omnicell, HealthStream, Premier, Phreesia, Health Catalyst, and TruBridge as per Qatalyst (1) Unaffected statistics as of February 23, 2024, the trading day prior to public filing of the New Partners analysis. Mountain Capital Draft Proposal. (3) Reflects New Mountain Capital Draft Proposal received on July 1, 2024. 4 (2) Selected healthcare information technology group includes HealthEquity, Evolent Health, Progyny, CONFIDENTIAL | PRELIMINARY DRAFT


PRELIMINARY DRAFT Confidential Appendix 5


Represents Qatalyst View Legend Selected Healthcare Information Technology Selected Business Process Outsourcing CY25E Operating Statistics of Selected Companies CY25E Rev. $2,921 $2,913 $498 $1,438 $2,988 $1,339 $343 $355 $1,138 $310 $1,285 $2,017 $1,408 $4,872 ($MM): Median: 11% Median: 9% 18% 16% 16% 14% 12% 12% 11% 9% 9% 7% 6% 6% 5% (0%) Rover (Street) Rover (Mgmt.) (1) Phreesia Progyny Evolent Health HealthEquity Health Catalyst TruBridge Omnicell HealthStream Premier ExlService WNS Genpact Median: 19% Median: 8% 50% 31% 31% 20% 19% 18% 17% 19% 14% 8% 8% 6% NM (2%) Rover (Street) Rover (Mgmt.) (1) Health Catalyst Evolent Health Omnicell Progyny HealthEquity TruBridge HealthStream Premier Phreesia WNS Genpact ExlService Median: 15% Median: 20% 41% 30% 28% 26% 26% 23% 20% 19% 18% 15% 12% 11% 11% 10% Rover (Street) Rover (Mgmt.) (1) HealthEquity Premier HealthStream Progyny TruBridge Omnicell Evolent Health Health Catalyst Phreesia WNS ExlService Genpact Source: FactSet as of June 28, 2024. Note: Rover consensus estimates shown are current (as of June 28, 2024). Excludes Waystar because consensus estimates are not yet available. 6 ‘NM’ denotes CY24E-25E EBITDA growth of >50% and <(20%). (1) Rover Management Plan provided by Rover Management in April 2024. CONFIDENTIAL | PRELIMINARY DRAFT CY24E-25E Adjusted CY24E-25E Adjusted EBITDA Margin EBITDA Growth Revenue Growth


Represents Qatalyst View Legend Selected Healthcare Information Technology Selected Business Process Outsourcing CY25E Trading Statistics of Selected Companies (1) $7.3 $8.7 $1.3 $0.8 $2.4 $2.1 $1.3 $3.1 $0.3 $0.3 $5.3 $2.5 $6.8 EV ($Bn): Current: 2.7x Median: 1.6x Median: 1.8x @ NMC Draft (2) Proposal : 2.9x 6.5x 2.6x 2.5x 2.4x 2.6x 1.8x 1.7x 1.4x 1.6x 1.2x 1.0x 1.0x 0.9x Rover HealthEquity Phreesia HealthStream Progyny Premier Omnicell Evolent Health TruBridge Health Catalyst ExlService WNS Genpact (Unaffected) (1) Prior SC (3) 10.1x 30.8x 15.1x 9.9x 10.2x 12.9x 10.6x 6.9x 5.3x 5.6x 11.3x 6.7x 5.7x (4) Mtg. (4/17) Current: Median: 9.6x 10.4x Median: 7.5x (4) Prior (4/17 SC Mtg.) : 10.2x (4) Prior (4/17 SC Mtg.) : 6.7x @ NMC Draft (2) Proposal : 26.3x 10.8x 15.8x 13.0x 11.2x 10.2x 9.6x 9.4x 9.1x 8.4x 7.5x 6.5x 6.4x 5.4x Rover Phreesia HealthEquity HealthStream Omnicell Evolent Health Progyny Health Catalyst TruBridge Premier ExlService Genpact WNS (Unaffected) (1) Source: FactSet as of June 28, 2024. (2) Reflects New Mountain Capital Draft Proposal received on July 1, 2024. Note: Excludes Waystar because consensus estimates are not yet available. (3) Based on then-current CY25E Adj. EBITDA multiple. 7 (1) Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the (4) Reflects statistic shown as of the prior Special Committee meeting on April 17, 2024. NMC Draft Proposal. CONFIDENTIAL | PRELIMINARY DRAFT CY25E Adj. EBITDA CY25E Revenue Multiple Multiple


Represents Qatalyst View Legend Selected Business Process Outsourcing Transactions * Selected Precedent Transactions Selected Healthcare IT and BPO Transactions Greater than $1Bn Since 2014 ($MM) Transaction Multiples Premium (1) NTM Operating Statistics Revenue Adj. EBITDA Revenue Adj. EBITDA Annc. FD Equity FD Enterprise Unaffected LTM Date Target Acquiror Description Value Value LTM NTM LTM NTM 1-Day High $ Growth Margin 08/19/21 Inovalon Nordic Capital Cloud-based SaaS healthcare solutions $6,415 $7,227 10.1x 8.8x 29.0x 25.0x 25% 20% $819 14% 35% 01/10/22 Cloudmed Rover Revenue cycle management solutions 3,198 4,054 12.2 9.1 30.4 21.2 – – 446 35% 43% 09/06/23 NextGen Healthcare Thoma Bravo EHR and practice management solutions for ambulatory practices 1,638 1,731 2.6 2.4 14.5 18.9 46% 15% 730 8% 13% 09/15/14 TriZetto Cognizant RCM specialist with services including enterprise and component software – 2,700 3.8 3.5 19.0 17.6 – – 768 8% 20% * 12/21/20 HMS Veritas (Gainwell) Cost containment software for providers 3,370 3,399 5.3 4.6 21.1 16.6 10% 10% 735 14% 28% 06/19/18 Cotiviti Veritas (Verscend) Healthcare analytics for clinical datasets 4,328 4,909 6.7 6.4 17.9 15.9 32% 0% 764 4% 40% 08/09/16 Press Ganey EQT Patient experience and workforce engagement solutions 2,246 2,384 6.9 6.2 18.2 15.9 0% (1%) 385 12% 39% 12/20/21 Cerner Oracle Leading EHR solutions provider 28,305 28,938 5.1 4.8 15.4 14.1 20% 14% 6,027 6% 34% 11/11/18 athenahealth Veritas Capital & Elliott EHR, RCM, and patient engagement software and services 5,695 5,650 4.3 3.9 14.9 14.0 27% (4%) 1,438 10% 28% 06/21/22 Convey TPG Technology and services solution for government-sponsored health plans 825 1,076 3.1 2.6 15.7 13.4 113% (19%) 410 17% 20% 01/06/21 Change Healthcare United HC (Optum Health) Revenue and payment cycle management software 8,267 13,051 4.2 3.9 14.1 13.0 41% 37% 3,331 8% 30% 11/02/15 MedAssets Pamplona Healthcare performance improvement company 1,966 2,755 3.6 3.6 11.5 11.3 32% 32% 763 (0%) 32% 06/14/18 Intelenet Teleperformance India-based BPO offering contact center and RPA solutions – 1,000 2.2 2.0 12.0 10.9 – – 494 10% 19% * 06/18/21 Sykes Enterprises Sitel Group Multinational provider of BPO and IT consulting services 2,222 2,157 1.2 1.1 10.0 9.8 31% 17% 1,878 7% 12% * 06/28/18 Convergys SYNNEX Provider of customer experience outsourcing services 2,478 2,767 1.0 1.0 7.9 8.3 17% (1%) 2,639 (4%) 13% * 03/28/22 Ensemble Health Berkshire Partners & Warburg Pincus Revenue cycle management solutions for health systems – 5,000 6.2 NA 18.7 NA – – – – – 11/22/21 athenahealth Bain & H&F EHR, RCM, and patient engagement software and services 17,000 17,000 8.9 – 16.1 – – – 1,900 – 56% 75th Percentile: 6.3x 5.5x 18.8x 17.1x 35% 18% 13% 35% 25th Percentile: 2.9 2.5 13.6 12.1 19% (1%) 6% 19% Median: 4.2x 3.6x 15.4x 14.0x 31% 10% 8% 28% Mean: 4.3 3.6 15.1 13.8 34% 9% 8% 27% New Mountain Capital Draft Proposal @ $13.25 (2) (3) 3.3x 3.1x 13.0x 12.5x 19% (28%) 7% 25% Source: Capital IQ, FactSet, company filings, company press releases and Wall Street research. prior to transaction announcement if no substantial rumors existed. Note: '–' = Not publicly available or not meaningful. Multiples greater than 50.0x or negative considered not meaningful. (2) Reflects New Mountain Capital Draft Proposal received on July 1, 2024. (1) Unaffected premium indicates premium based on day prior to rumors of a potential transaction, or premium based on day (3) LTM statistics pro forma for Acclara acquisition based on statistics disclosed in Rover investor presentation. 8 CONFIDENTIAL | PRELIMINARY DRAFT


Represents Barclays View Confidential Preliminary Draft Select Trading Comparables Subject to Change ($ in millions, except per share values) Stock Price Enterprise Equity % of '24E-'25E Growth 2024E Margin EV / EBITDA Debt / LTM Company 6/28/2024 Value Value 52-Week High Revenue EBITDA Gross EBITDA 2024E 2025E 3/31/24 EBITDA $86.20 $8,696 $7,835 98.3% 14.1% 18.7% 60.8% 39.5% 19.0x 16.0x 2.8x 32.19 6,830 5,969 81.3% 5.9% 8.7% 35.2% 18.2% 8.1x 7.5x 1.6x 31.36 5,345 5,246 93.9% 11.3% 12.1% 37.5% 21.1% 14.0x 12.5x 1.0x 19.12 3,121 2,301 54.6% 15.2% 30.7% 18.2% 9.6% 12.6x 9.6x 4.9x 52.50 2,516 2,580 69.9% 9.2% 12.2% 28.6% 26.0% 7.5x 6.7x 0.5x 28.61 2,434 2,806 63.6% 16.1% 19.0% 24.1% 17.6% 11.1x 9.4x NA 18.67 2,054 1,987 66.0% (0.9%) (3.6%) 65.9% 30.9% 5.2x 5.4x 0.3x 27.07 1,336 1,274 36.1% 6.2% 30.1% 41.9% 9.4% 13.3x 10.2x 4.7x 27.90 783 866 95.8% 5.4% 5.9% 66.1% 22.5% 11.9x 11.2x NA 10.00 337 155 37.4% 6.3% 15.1% 48.6% 13.4% 7.5x 6.5x 4.4x 6.39 312 410 44.5% 11.6% 50.9% 49.8% 8.0% 12.6x 8.3x 22.5x 49.5% 6.1% 10.4% 31.9% 11.5% 7.8x 7.1x 1.0x 25th Percentile Mean 67.4% 9.1% 18.2% 43.3% 19.7% 11.2x 9.4x 4.7x Median 66.0% 9.2% 15.1% 41.9% 18.2% 11.9x 9.4x 2.8x 75th Percentile 87.6% 12.8% 24.6% 55.3% 24.2% 12.9x 10.7x 4.7x (1) Undisturbed (5) (5) (5) (5) (5) (5) (4) Rover (Consensus) $11.10 $7,286 $5,113 59.3% 14.1% 16.8% 28.3% 25.4% 10.7x 9.1x 3.6x (3) (4) 11.10 7,286 5,113 59.3% 9.2% 16.9% 24.6% 11.1x 9.5x 3.6x Rover (Management) NA (2) At New Mountain Offer (4) Rover (Consensus) $13.25 $8,352 $6,219 70.8% 11.7% 19.6% 27.7% 24.6% 13.0x 10.9x 3.6x (3) (4) Rover (Management) 13.25 8,352 6,219 70.8% 9.2% 16.9% 24.6% 12.7x 10.9x 3.6x NA 1 Source: FactSet, Company filings, Management Plan. Note: Market data as of 6/28/24. Consensus Rover estimates exclude brokers that have discontinued coverage and restricted brokers. Note : Market data as of undisturbed date of 2/23/24. 2 3 4 Balance sheet data as of 12/31/23. Note : Represents NMC offer price of $13.25 / share. Balance sheet data as of 3/31/24. Note : Rover management gross margin not directly comparable to consensus estimate. Note : LTM EBITDA for Rover pro 5 forma for EBITDA contribution from Acclara / Advata acquisition. Note : Statistics based on Rover’s stock price and consensus estimates as of February 23, 2024, the trading day prior to public filing of the NMC Draft Proposal. 9


Represents Barclays View Confidential Preliminary Draft Select Precedent Transactions Subject to Change EV / LTM EBITDA Reference Only 25th Percentile: 14.6x Precedent Stock Deals Mean: 17.0x 30.4x 29.0x Median: 16.2x 75th Percentile 18.6x 21.1x 20.3x 18.7x 18.2x 17.9x 16.6x 15.7x 14.9x 15.4x 14.5x 14.1x Implied NMC (1) Offer Multiple : 11.5x 13.0x 9.6x Target (Healthcare) Acquiror Announcement Sep-23 Jun-22 Mar-22 Dec-21 Oct-21 Aug-21 Jan-21 Dec-20 Nov-18 Jun-18 Mar-18 Feb-18 Aug-16 Nov-15 Jan-22 Date Deal Value $1,731 $1,076 $5,000 $28,938 $1,735 $7,227 $13,051 $3,399 $5,650 $4,909 $1,200 $460 $2,384 $2,755 $4,054 ($mm) Rover LTM Trading Multiple 17.9x 20.1x 25.7x 26.7x 27.3x 24.1x 33.9x 32.6x NM NM NM NM NM NM 26.0x at time of deal % (Discount) / (19%) (22%) (27%) (42%) (26%) 20% (58%) (35%) NA NA NA NA NA NA 17% Premium to Rover 1 Source: Company filings. Note: Mean and median calculations on page exclude R1 acquisition of Cloudmed. Note : Based on 3/31/24 LTM Rover Adj. EBITDA that is pro forma for EBITDA contribution from Acclara / Advata acquisition. 10


Confidential Preliminary Draft Barclays Disclaimer Subject to Change The preceding pages contain material that was provided to the Special Committee (the “Committee”) of Rover (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material was compiled or prepared on a confidential basis solely for consideration by the Committee and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information contained in this material was obtained from the Committee, the Company and/or publicly available sources, and Barclays has relied upon such information without independent verification thereof and does not assume any liability for any such information. These materials are being provided in connection with an actual corporate engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. 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Barclays, its subsidiaries and affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of the Company for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments or in other financial products and instruments. Unless otherwise expressly agreed or provided for in other applicable Barclays disclosures governing such corporate transactions or required by law or regulation, Barclays conducts these activities as principal and executes its principal transactions as an arm’s length counterparty. Barclays does not act as a fiduciary in relation to these corporate transactions. These materials do not constitute investment advice nor do they form part of an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities or any of the businesses or assets described herein or an offer of financing or an offer or recommendation to enter into any corporate transaction described herein. Barclays Capital Inc. is the United States investment bank of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (Financial Services Register No. 122702). Registered in England. Registered No. 1026167. Registered office: 1 Churchill Place, London E14 5HP. Neither Barclays Bank PLC, New York Branch nor Barclays Bank Delaware is responsible for the obligations of its affiliates. Copyright Barclays Bank PLC, 2024 (all rights reserved). 11


PRELIMINARY DRAFT Confidential Qatalyst Partners Disclaimer These materials have been prepared by Qatalyst Partners LP (including any affiliates “Qatalyst”) for the Qatalyst client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Qatalyst. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Qatalyst. Qatalyst assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, Qatalyst has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by Qatalyst in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. Prior to entering into any transaction the Company should determine, without reliance on Qatalyst, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting this presentation, the Company acknowledges that (a) Qatalyst is not in the business of providing (and the Company is not relying on Qatalyst for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any transaction, (c) the Company should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) the Company should apprise senior management as to such legal, tax and accounting advice (and any risks associated with any transaction) and Qatalyst’s disclaimer as to these matters. Qatalyst does not provide tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Qatalyst to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Any discussion of tax matters in these materials may have been written in connection with the “promotion” or “marketing” of any transaction contemplated hereby. Accordingly, any taxpayer should seek advice based on such taxpayer’s particular circumstances from an independent tax advisor. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Qatalyst to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Qatalyst is not acting in any other capacity as a fiduciary to the Company. Qatalyst assumes no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under state or federal securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted, summarized or referred to, in whole or in part, without the prior written consent of Qatalyst. These materials may not reflect information known to other professionals in other business areas of Qatalyst. Qatalyst is a full service securities firm providing investment banking and other services and products to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, Qatalyst may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities or loans of the Company, potential counterparties, or any other company that may be involved in a transaction. Qatalyst is required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with it, which information includes the complete name and address and taxpayer ID number. Qatalyst may also request corporate formation documents, or other forms of identification, to verify information provided. n 12