Conduit will spin off its "client connect" business, which includes its monetization and distribution platform for publishers and developers. Under the agreement, the spin-off will be combined with Perion, which will issue to Conduit shareholders between 57 and 60 million new shares.
Perion, whose most popular products include Incredimail and Smilebox, has a market value of $162 million and its shares closed at $13.17 on NASDAQ on Friday. The combined company will have a market value of between $800 million and $900 million.
Following the closing, Perion will be owned 81% by Conduit shareholders and option holders and 19% by Perion shareholders and option holders.
The combined company will be led by Josef Mandelbaum, Perion's chief executive, and Yacov Kaufman, Perion's chief financial officer.
The deal, which will be immediately accretive, will create a search distribution company generating more than $367 million in non-GAAP revenue and non-GAAP net income of some $93 million for the 12 months ended June 30.
The newly combined operation will represent more than 260,000 publisher and content partners.
"This is a transformational event for our company," Mandelbaum said. "Our businesses complement each other and will enable us to increase investment in our monetization and distribution platform, mobile efforts, display advertising and product innovation."
Conduit provides toolbars and mobile apps to enable publishers to connect with their users. Its partners include Groupon, Fox News and Time Warner Cable.
Conduit will continue to operate and invest in its businesses which are not part of the transaction including its browser ecosystem and Conduit Mobile, a do-it-yourself app-creation platform.
The transaction is due to close in early January subject to a vote of Perion's shareholders scheduled for November.