8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 1, 2013

Ebix, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-15946	77-0021975
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

5 Concourse Parkway, Suite 3200

Atlanta, Georgia

30328

(Address of principal executive offices) (Zip Code)

(678) 281-2020

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 – Other Events.

On May 1, 2013, Ebix, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Exchange Parent Corp., a Delaware corporation (“Parent”), and Exchange Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“MergerSub” and, together with Parent, the “Acquiring Parties”). The Acquiring Parties are affiliates of Goldman, Sachs & Co. The Merger Agreement provides for, upon the terms and subject to the conditions in the Merger Agreement, the merger of MergerSub with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger”).

The material terms of the Merger Agreement, including the conditions to the proposed Merger, will be described in a subsequent filing on Form 8-K.

A copy of the press release issued by the Company announcing the proposed Merger is filed as Exhibit 99.1 to this report and is incorporated by reference in this Item 8.01. In addition, on May 1, 2013, the Company engaged in various communications with employees, customers, and other persons concerning the proposed Merger. Copies of these additional communications are filed as exhibits to this report and are incorporated by reference in this Item 8.01.

Forward-Looking Statements

We have made forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in this report. The words “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “seeks,” “may” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results, performance and achievements, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause actual events not to occur as expressed in the forward-looking statement include among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that may be instituted against the Company related to the merger agreement; the inability to complete the Merger due to the failure to obtain stockholder approval for the Merger or the failure to satisfy other conditions to completion of the Merger, including the receipt of all regulatory approvals related to the Merger; risks that the Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the Securities and Exchange Commission (the “SEC”).

Although we presently believe that the plans, expectations and results expressed in or suggested by the forward-looking statements are reasonable, all forward-looking statements are inherently subjective, uncertain and subject to change, as they involve substantial risks and uncertainties beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature, or assess the potential impact, of each new factor on our business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise may be required by law. This list of risks and uncertainties, however, is only a summary of some of the most important factors and is not intended to be exhaustive. Additional information regarding risk factors that may affect us is included under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and subsequent filings with the SEC.

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Additional Information and Where to Find It

This filing may be deemed solicitation material in respect of the proposed Merger. In connection with the Merger, the Company will file with the SEC and furnish to the Company’s stockholders a proxy statement and other relevant documents. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://ebix.com/reports.aspx or by directing a request to: Ebix, Inc., 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328, Attn: Investor Relations, (678) 281-2043, IR@ebix.com.

Participants in the Solicitation

The directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from stockholders of the Company in favor of the proposed Merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the proposed Merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release issued by Ebix, Inc., dated May 1, 2013
99.2	Letter to Employees, dated May 1, 2013
99.3	Employee FAQs, dated May 1, 2013
99.4	Letter to Customers, dated May 1, 2013

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Ebix, Inc.
Dated: May 1, 2013	By:	/s/ Robert Kerris
		Name:	Robert Kerris
		Title:	Chief Financial Officer and Corporate Secretary

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EX-99.1

Exhibit 99.1

Ebix, Inc. Enters into Merger Agreement to be acquired by an Affiliate of Goldman Sachs for $20 Per Share in Cash

ATLANTA, GA – May 1, 2013 – Ebix, Inc., (NASDAQ: EBIX), a leading international supplier of On-Demand software and E-commerce services to the insurance industry, today announced that it has entered into a definitive merger agreement to be acquired by an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”) in a transaction valued at approximately $820 million, including the assumption of any outstanding debt.

Under the terms of the agreement, Ebix shareholders will receive $20.00 per share in cash. This represents a premium of approximately 18% over Ebix’s average daily closing price over the preceding 30 days.

“After considering a number of potential alternatives, the Ebix board, acting on the recommendation of a special committee comprised entirely of independent directors, unanimously approved this transaction, which provides significant and immediate value to shareholders,” said Robin Raina, Chairman and Chief Executive Officer of Ebix. “With our market-leading servicing platforms and talented team of insurance and technology professionals, Ebix will be well-positioned as a private company to continue to execute on our strategic initiatives and pursue growth opportunities around the world.”

“We have great respect for Ebix and its strong commitment to providing customers with the highest quality of software and E-commerce services in the insurance industry,” said Sumit Rajpal, Managing Director, Goldman Sachs. “We look forward to working with the Company and helping it maximize its growth potential.”

The board of directors of Ebix, on the unanimous recommendation of a special committee of independent directors of the board, has approved the merger agreement and has resolved to recommend that Ebix shareholders approve the transaction. Robin Raina and the Rennes Fondation, which together own approximately 19% of the outstanding common shares, have entered into separate voting agreements under which they have agreed, subject to certain exceptions, to vote their respective shares in favor of the proposed transaction. Robin Raina and the Rennes Fondation will continue to be meaningful equity investors in Ebix.

The merger agreement contains a “go-shop” provision under which Ebix may solicit alternative proposals from third parties during the next 45 calendar days on customary terms and conditions for transactions of this nature. Ebix’s special committee, with the assistance of its advisors, will actively solicit acquisition proposals during this period. There can be no assurances that this process will result in any alternative transaction.

The proposed transaction is subject to antitrust approvals, shareholder approval and other customary closing conditions. The transaction, which is not conditioned upon financing, is expected to close in the third quarter of 2013. At that time, Ebix will become a private company and its shares will no longer be listed on any public exchange.

Ebix will be submitting a current report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) containing a summary of terms and conditions of the proposed transaction and merger agreement.

Morgan Stanley & Co. LLC acted as financial advisor to the special committee of the board of Ebix and has provided a fairness opinion in connection with the transaction. Alston & Bird LLP and Richards, Layton & Finger, P.A. acted as legal advisors to the special committee.

Goldman, Sachs & Co. and Credit Suisse AG acted as financial advisors to Goldman Sachs and have provided debt financing commitments for the transaction. Davis Polk & Wardwell LLP acted as legal advisor to Goldman Sachs.

About Ebix, Inc.

A leading international supplier of On-Demand software and E-commerce services to the insurance industry, Ebix, Inc., (NASDAQ: EBIX) provides end-to-end solutions ranging from infrastructure exchanges, carrier systems, agency systems and BPO services to custom software development for all entities involved in the insurance industry.

With 30+ offices across Brazil, Singapore, Australia, the US, New Zealand, India and Canada, Ebix powers multiple exchanges across the world in the field of life, annuity, health and property & casualty insurance while conducting in excess of $100 billion in insurance premiums on its platforms. Through its various SaaS-based software platforms, Ebix employs hundreds of insurance and technology professionals to provide products, support and consultancy to thousands of customers on six continents. For more information, visit the Company’s website at www.ebix.com

About Goldman Sachs Group, Inc.

The Goldman Sachs Group, Inc. is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world. For more information on Goldman Sachs, please visit www.gs.com.

Forward-Looking Statements

We have made forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in this press release. The words “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “seeks,” “may” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause our actual results, performance and achievements, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause actual events not to occur as expressed in the forward-looking statement include among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Ebix related to the merger agreement; the inability to complete the proposed transaction due to the failure to obtain shareholder approval for the proposed transaction or the failure to satisfy other conditions to completion of the proposed transaction, including the receipt of all regulatory approvals related to the proposed transaction; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the SEC.

Although we presently believe that the plans, expectations and results expressed in or suggested by the forward-looking statements are reasonable, all forward-looking statements are inherently subjective, uncertain and subject to change, as they involve substantial risks and uncertainties beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature, or assess the potential impact, of each new factor on our business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise may be required by law. This list of risks and uncertainties, however, is only a summary of some of the most important factors and is not intended to be exhaustive. Additional information regarding risk factors that may affect us is included under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and subsequent filings with the SEC.

Additional Information and Where to Find It

In connection with the proposed transaction, Ebix will file with the SEC and furnish to the Company’s shareholders a proxy statement and other relevant documents. This press release does not constitute a solicitation of any vote or approval. Shareholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed transaction or incorporated by reference in the proxy statement because they will contain important information about the proposed transaction.

Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://ebix.com/reports.aspx or by directing a request to: Ebix, Inc., 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328, Attn: Investor Relations, (678) 281-2043, IR@ebix.com.

The directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from shareholders of the Company in favor of the proposed merger transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with the proposed transaction will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

CONTACTS:

Investors Steven Barlow, IR, 678-281-2043 or steve.barlow@ebix.com Aaron Tikkoo, IR, 678 -281-2027 or atikkoo@ebix.com Media Andy Brimmer / Tim Lynch / Andrew Siegel Joele Frank, Wilkinson Brimmer Katcher 212-355-4449

EX-99.2

Exhibit 99.2

May 1, 2013

To All Ebix Employees:

I am writing to share some exciting news about our Company. This morning, we announced that the Board of Directors, on the unanimous recommendation of a Special Committee of the Board, has unanimously approved the sale of Ebix to an affiliate of Goldman Sachs, a transaction that will result in Ebix becoming a privately owned company. We are confident that partnering with Goldman Sachs will best position us to continue to execute on our strategic initiatives and build on our position as the leading supplier of On-Demand software and E-commerce services to the insurance industry. A copy of the press release we issued this morning is attached.

Goldman Sachs is a highly regarded global leader in private equity, with a reputation for partnering with world-class companies. Working together, we will have the additional resources to enable us to expand our broad portfolio of service offerings, strengthen our core business, develop our sales pipelines and grow our market presence.

This transaction should have no impact on our day-to-day operations and Ebix’s focus will remain on delivering the innovative and high-quality products and services to which our customers have become accustomed. I will continue as Chief Executive Officer & Chairman of the Board and will continue to own a meaningful equity stake in the Company, and our headquarters will stay in Atlanta. It will remain business as usual at Ebix and we are working to make our transition to private ownership as seamless as possible.

We anticipate that this transaction will be completed in the third quarter of 2013, subject to antitrust approvals, shareholder approval and other customary closing conditions. In the interim, we are committed to keeping you informed of important developments.

As today’s announcement may attract attention from the media or other interested parties, it is important that we speak with one voice. Please direct all media or third-party inquiries to Investor Relations at steve.barlow@ebix.com or atikkoo@ebix.com

The best way you can help us is by keeping your focus on delivering the exceptional services and products that our customers have come to expect from Ebix. Thank you for your continued hard work and dedication as we enter this next phase in Ebix’s evolution.

Sincerely,

Robin Raina

Chairman & CEO

Additional Information and Where to Find It

In connection with the proposed transaction, Ebix will file with the SEC and furnish to the Company’s shareholders a proxy statement and other relevant documents. This document does not constitute a solicitation of any vote or approval. Shareholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain important information about the proposed transaction.

Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://ebix.com/reports.aspx or by directing a request to: Ebix, Inc., 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328, Attn: Investor Relations, (678) 281-2043, IR@ebix.com.

The directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from shareholders of the Company in favor of the proposed merger transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with the proposed transaction will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

EX-99.3

Exhibit 99.3

Employee FAQ

1) What was announced today?

• Today we announced that Ebix has entered into a definitive agreement to be acquired by an affiliate of Goldman, Sachs & Co. in a transaction valued at approximately $820 million, including the assumption of any outstanding debt.

• Under the terms of the agreement, Ebix shareholders will receive $20.00 per share in cash. This represents a premium of approximately 18% over Ebix’s average daily closing price over the preceding 30 days.

• The transaction is expected to close in the third quarter of 2013.

• At that time, Ebix will become a privately owned company and the company’s shares will no longer be listed on the NASDAQ exchange.

2) Who is the affiliate of Goldman Sachs?

• The Merchant Banking Division of Goldman Sachs is the primary center for Goldman Sachs’ long term principal investing activity, and has been operated as an integral part of the firm for more than 25 years. The group invests in equity and credit across corporate, real estate and infrastructure strategies.

3) Why is Ebix entering into this transaction?

• A Special Committee of the Ebix Board of Directors, comprised entirely of independent directors, considered a number of potential alternatives.

• At the conclusion of the review process, the Ebix Board, on the unanimous recommendation of the Special Committee of the Board, unanimously approved this transaction, which provides significant and immediate value to shareholders.

• We are confident that as a private company we will be well-positioned to continue to execute on our strategic initiatives and pursue growth opportunities around the world.

4) Will the management team remain in place?

• We do not expect any management changes as a result of this transaction.

5) Will there be any changes for employees as a result of this proposed transaction?

• This transaction should have no impact on our day-to-day operations and Ebix’s focus will remain on delivering the innovative and high-quality products and services to which our customers have become accustomed.

• It will remain business as usual at Ebix and we are working to make our transition to private ownership as seamless as possible.

6) Will there be any layoffs or other changes for employees as a result of this transaction?

• We are not planning any staffing changes or lay-offs as a result of this transaction. Staffing will continue to reflect the needs and opportunities of the Company.

• This transaction should have no impact on our day-to-day operations and Ebix’s focus will remain on delivering the innovative and high-quality products and services to which our customers have become accustomed.

7) What is a “go-shop”?

• A “go-shop” period is an amount of time under which the Company can solicit superior proposals from other companies that may be interested in buying Ebix.

• In this way, Ebix can test the market to ensure it is receiving the best possible offer to acquire the Company.

• Under the definitive agreement, the Special Committee of the Ebix Board will actively solicit alternative proposals from third parties during a go shop period of 45 calendar days.

• There can be no assurances that this process will result in any alternative transaction.

8) How long before the transaction is completed?

• We anticipate that this transaction will be completed in the third quarter of 2013, subject to antitrust approvals, shareholder approval and other customary closing conditions.

• Upon closing, Ebix will become a privately owned company and the Company’s shares will no longer be listed on the NASDAQ exchange.

9) What can we expect in the interim before the transaction is closed?

• It will remain business as usual at Ebix and we are working to make our transition to private ownership as seamless as possible.

• This transaction should have no impact on our day-to-day operations and Ebix’s focus will remain on delivering the innovative and high-quality products and services to which our customers have become accustomed.

10) I own Ebix shares. What do I need to do?

• This is a cash acquisition. Upon meeting all closing conditions, your common shares will be exchanged for $20.00 in cash for each share you own at the close of the transaction.

• This represents a premium of approximately 18% over Ebix’s average daily closing price over the preceding 30 days.

• Following closing, you will no longer have any ownership interests in the company. Please consult your tax advisor to advise you as to the capital gains and other tax considerations related to this transaction.

11) Will salaries and benefits be affected? Will 401k or healthcare benefits change?

• We do not expect any changes in compensation or benefits as a result of this transaction.

• It will remain business as usual at Ebix and we are working to make our transition to private ownership as seamless as possible.

12) I have stock options and/or restricted stock. What will happen to them?

• Upon close of the transaction, all unvested restricted stock and stock options will vest immediately. You will have the opportunity to convert your vested equity to cash at a price of $20.00 per share. Please remember that if you are an option holder, the cash received would be equal to $20.00 per share minus the option exercise price, subject to any withholding.

• The restricted stock and options will be processed at closing. You will receive a separate communication with further information at that time.

13) What should I say if I’m contacted by media, financial community, or other third parties about the transaction?

• This announcement may attract attention from the media or other interested parties. It is important that we speak with one voice. Please direct all media or third-party inquiries to Investor Relations at steve.barlow@ebix.com or atikkoo@ebix.com.

Additional Information and Where to Find It

In connection with the proposed transaction, Ebix will file with the SEC and furnish to the Company’s shareholders a proxy statement and other relevant documents. This document does not constitute a solicitation of any vote or approval. Shareholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain important information about the proposed transaction.

Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://ebix.com/reports.aspx or by directing a request to: Ebix, Inc., 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328, Attn: Investor Relations, (678) 281-2043, IR@ebix.com.

The directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from shareholders of the Company in favor of the proposed merger transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with the proposed transaction will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

EX-99.4

Exhibit 99.4

May 1, 2013

Dear Valued Ebix Customer:

I am writing to share some exciting news about Ebix. Earlier today we announced that Ebix has agreed to be acquired by an affiliate of Goldman Sachs in a transaction that will result in Ebix becoming a privately owned company. We are confident that partnering with Goldman Sachs will best position us to continue delivering the exceptional solutions, services and support that you have come to expect from Ebix. A copy of the press release we issued this morning is attached.

Goldman Sachs is a highly regarded global leader in private equity, with a reputation for investing in world-class companies. We believe that this partnership will benefit our valued customers as it provides us with access to additional resources to enable Ebix to continue to grow its offering of On-Demand software and E-commerce services and meet the constantly evolving needs of the insurance industry.

We anticipate that this transaction will be completed in the third quarter of 2013, subject to antitrust approvals, shareholder approval and other customary closing conditions.

It is business as usual here at Ebix. Your point of contact at Ebix will remain the same. If you have any questions or wish to discuss this further, please contact your designated company contact or Ebix Investor Relations at steve.barlow@ebix.com or atikkoo@ebix.com

We place tremendous value on the relationships we have developed over our 36 year history, and we look forward to continuing to work closely with you in the years ahead. We greatly appreciate your continued support and confidence in Ebix.

Sincerely,

Robin Raina

Chairman and Chief Executive Officer

Additional Information and Where to Find It

In connection with the proposed transaction, Ebix will file with the SEC and furnish to the Company’s shareholders a proxy statement and other relevant documents. This document does not constitute a solicitation of any vote or approval. Shareholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain important information about the proposed transaction.

Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://ebix.com/reports.aspx or by directing a request to: Ebix, Inc., 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328, Attn: Investor Relations, (678) 281-2043, IR@ebix.com.

The directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from shareholders of the Company in favor of the proposed merger transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with the proposed transaction will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012.