INOVALON HOLDINGS, INC.
4321 Collington Road
Bowie, MD
20716
301-809-4000
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT FOR
THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 16, 2021
October 27,
2021
These definitive additional materials (this Supplement) amend and supplement the definitive proxy statement dated
October 15, 2021 (the Definitive Proxy Statement), initially mailed to stockholders on or about October 15, 2021 by Inovalon Holdings, Inc., a Delaware corporation (the Company or
Inovalon), for the special meeting of stockholders of Inovalon (the Special Meeting) to be held virtually via the Internet on November 16, 2021, at 10:00 a.m. Eastern Time at
http://www.virtualshareholdermeeting.com/INOV2021SM.
As previously disclosed, on August 19, 2021, Inovalon entered into the Agreement and Plan of
Merger (as amended from time to time, the Merger Agreement), by and among the Company, Ocala Bidco, Inc., a Delaware corporation (Parent), and Ocala Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will merge with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger
Sub are entities that are affiliated with Nordic Capital Epsilon SCA, SICAV-RAIF, a société en commandite par actions société dinvestissement à capital variable fonds dinvestissement
alternatif réservé, acting through and represented by its managing general partner Nordic Capital Epsilon GP SARL for and on behalf of its compartment Nordic Capital Epsilon SCA, SICAV-RAIFCompartment 1 (Nordic
Capital X). Nordic Capital X is leading a consortium of private equity investors providing equity financing for the Merger.
Inovalons
board of directors (the Company Board) (other than Dr. Dunleavy, who recused himself) formed a special committee (the Special Committee) consisting solely of independent and disinterested directors of the
Company Board to, among other things, consider, review, evaluate and negotiate the Merger Agreement and the transactions contemplated thereby, including the Merger, and any other alternatives available to the Company, including the possibility of
not entering into any transaction or entering into an alternative transaction with another third party, and to provide its recommendations to the Company Board for its approval.
The Special Committee and the Company Board (other than Dr. Dunleavy, who recused himself), has approved the Merger Agreement and the transactions
contemplated thereby, including the Merger, and recommends that you vote FOR the Merger Agreement Proposal, FOR the Golden Parachute Proposal and FOR the Adjournment Proposal.
If any stockholders have not already submitted a proxy for use at the Special Meeting, they are urged to do so promptly. No action in connection with this
supplement is required by any stockholder who has previously delivered a proxy and who does not wish to revoke or change that proxy.
If you have any
questions concerning the Merger, the Merger Agreement, the proposals, the Special Meeting, this Supplement or the Definitive Proxy Statement, or you would like an additional copy of this Supplement or the Definitive Proxy Statement or you need help
submitting your proxy for your shares of Inovalon common stock, please contact the Companys proxy solicitor in connection with the Special Meeting:
MacKenzie Partners, Inc.
1407
Broadway, 27th Floor
New York, New York 10018
Stockholders and brokers, banks and other nominees may call (800) 322-2885 (toll-free) or (212) 929-5500.
The information contained herein speaks only as of October 27, 2021 unless the information specifically
indicates that another date applies.