Simplify Responds to Marygold Press Release Regarding Flawed Merger Process and Announces an Increased Offer to Purchase Marygold

NEW YORK--(BUSINESS WIRE)--Simplify Asset Management Inc. (“Simplify”), a leading provider of Exchange Traded Funds, today responded to a misleading press release issued by The Marygold Companies (“Marygold”) on September 28, 2026. The Marygold press release claims that prior to entering into its Merger Agreement with affiliates of Madison Dearborn Partners, LLC (“MDP”), it had conducted an “extensive process to solicit interests from third parties”, but fails to disclose several key facts:

• In a conversation with Marygold CEO Nicholas Gerber on Tuesday, September 22, 2026, representatives of Simplify indicated that Simplify would likely offer to buy Marygold and that the offer would be made within the week.
• On Thursday, September 24, 2026, Simplify provided a letter to Mr. Gerber proposing a transaction in which Simplify would acquire Marygold for $2.00 share. This proposal did not include any indication that this was Simplify’s best and final offer, which it was not. The letter indicated that the proposed transaction would not be subject to any financing condition. Mr. Gerber acknowledged receipt of the letter but did not respond substantively.
• On Friday, September 25, 2026, Marygold announced that it had entered into the Merger Agreement with MDP pursuant to which Marygold shareholders would receive the same price offered by Simplify – $2.00 per share.
• On Sunday, September 27, 2026, Simplify sent a letter to Marygold proposing to acquire Marygold for $2.25 per share.
• On Monday, September 28, 2026, Marygold filed the MDP Merger Agreement with the Securities and Exchange Commission and disclosed that although the Merger Agreement contained a “fiduciary out” provision pursuant to which the Marygold board of directors could consider unsolicited alternative proposals to acquire Marygold that offer a higher price to Marygold shareholders, that provision was in fact illusory because the period in which the fiduciary out could be exercised began, and ended, before the existence of the MDP Merger Agreement had been disclosed. Effective fiduciary out provisions are ubiquitous in public company merger agreements because they help ensure that target company shareholders will receive the highest value obtainable in a sale transaction.
• When Simplify CEO Paul Kim contacted counsel for Marygold to inquire about Simplify’s September 28 proposal, he was simply referred to Marygold’s press release and the provision of the MDP Merger Agreement that prohibits Marygold from considering alternatives to the transaction with MDP.

Simplify is now increasing the value of its proposed acquisition of Marygold to $2.40 per share on the same basis outlined in its letter to Marygold of September 27. This proposal is not binding and is subject to confirmatory due diligence, entry into definitive transaction documents and other customary closing conditions. Simplify has access to adequate funds to complete this transaction, which would not be subject to a financing condition.

Simplify believes that the Marygold board should not have agreed to a highly unusual provision in the MDP Merger Agreement that purports to prevent it from considering Simplify’s clearly superior proposal. Simplify finds the Marygold board’s decision particularly mystifying because it knew several days in advance that Simplify was prepared to offer a price at least equal, and in fact substantially higher, than that offered by MDP. In these circumstances, it is difficult to understand how foreclosing any possibility of a successful higher bid was in the best interest of the Marygold shareholders.

For more information on Simplify, visit: https://www.simplify.us/.

ABOUT SIMPLIFY ASSET MANAGEMENT INC
Simplify Asset Management Inc. is a Registered Investment Adviser founded in 2020 to help advisors tackle the most pressing portfolio challenges with an innovative set of options-based strategies. By accounting for real-world investor needs and market behavior, along with the non-linear power of options, our strategies allow for the tailored portfolio outcomes for which clients are looking. For more information, visit www.simplify.us.