MoneyLion Reaffirms Proposed Acquisition By Gen Digital, Offering Total Consideration Of Up To $110 Per Share

Total Consideration Including CVR Represents Up to Approximately 80% Premium Over MoneyLion's 60-day VWAP1

Leading Proxy Adviser Glass Lewis Recommends Stockholders Vote FOR Transaction

MoneyLion ("MoneyLion") (NYSE:ML) today issued the following letter to shareholders regarding its proposed acquisition by Gen Digital Inc. ("Gen") (NASDAQ:GEN):

April 3, 2025

Dear Fellow Shareholders,

On Thursday April 10, 2025, we will hold our Special Meeting of Shareholders to vote on the proposed merger with Gen Digital Inc. ("Gen"). Ahead of the meeting, we want to reaffirm the compelling value of the transaction, and why it represents the best path forward for MoneyLion and our shareholders.

As you know, the transaction offers a total consideration of up to approximately $110 per share1, which represents an up to 80% premium over MoneyLion's unaffected 60-day volume-weighted average share price ("VWAP"). The total consideration comprises:

• Immediate payment of $82.00 per share in cash at closing, which represents a premium of approximately 9.5% over our unaffected 30-day VWAP, 33.5% over our unaffected 60-day VWAP, and 46.8% over our unaffected 90-day VWAP2; and
• One contingent value right ("CVR") for each share owned that entitles the holder to a contingent payment of 0.7546 shares of Gen common stock, representing an additional $23.00 of value based on the trading price of Gen shares at the time of entry into the merger agreement and an additional $28.30 of value if the CVR milestone is met.3 

Your Board competitively negotiated this transaction on behalf of our shareholders, during which process we were able to increase the final consideration by 84%-92% relative to Gen's initial proposal of $51.00-$52.00 per share.4 We also negotiated a robust go-shop process, and following announcement our financial advisors actively reached out to 36 potential acquirors. While several parties signed non-disclosure agreements - and two parties engaged in management meetings with MoneyLion - ultimately no other party submitted a superior proposal.

By joining forces with Gen, we will create a full-featured personal finance platform that builds on Gen's identity solutions by offering comprehensive financial wellness and driving significant growth potential. The transaction with Gen is the clear and best path forward to maximize value for your investment, offering compelling and immediate cash value with the opportunity to benefit from the substantial upside of the CVR or to sell the CVR, which is expected to be listed on Nasdaq, and realize additional immediate cash proceeds.

The Board strongly believes this transaction is superior to MoneyLion continuing as a standalone company, especially in light of recent significant market volatility and ongoing macro uncertainty, which has particularly impacted the financial technology sector.

A recent report published by leading proxy advisory firm, Glass Lewis, agrees with our Board's determination in its recommendation that shareholders vote FOR the transaction with Gen