WeSure is looking for a US insurer and the real test is the capital it must bring

WESURE GLOBALT published on May 7 a move that changes its route into a US insurance carrier: a non-binding MOU to acquire UBIC and URS, alongside a decision to stop negotiations on USICOA. The current read is mixed, but sharper than the headline. The company still has no acquired US carrier, yet it has moved toward a target that appears more connected to the payroll and Workers’ Compensation (workplace injury insurance) platform it has already built. The direct price looks small, about $1.2 million in a full acquisition or up to $0.98 million in a partial acquisition, but that is not the right number to test. The target generated about $22 million of net earned premium in 2025, had about $28.4 million of assets and about $4.9 million of Tier 1 and Tier 2 capital, after a net loss of about $4.7 million. The question has therefore shifted from whether WESURE GLOBALT wants to expand in the US to how much capital it will need to put into the insurer, who stands behind the Utah regulator’s requirements, and whether the binding agreement arrives without expanding the real economic price. AYALON gives the group profit, capital and dividends, but it does not make every US transaction easy. The next filing that changes the picture will be a binding acquisition agreement with financing, control approvals and an explicit capital plan.

WeSure changed its US route, not the proof burden

WESURE GLOBALT reported on May 7 that on May 6 it entered into a non-binding MOU with Utah Business Insurance Company and Universal Risk Services. UBIC is a privately held Utah insurer active in several US states, mainly in Workers’ Compensation for construction, contracting and higher-risk occupations. URS is a sister company that provides services to UBIC, including claims management.

The new target fits better with the US architecture WESURE GLOBALT has already built. Through WUS, the group holds payroll activity, Hourly, MDS and MGA agencies (managing general agencies that underwrite policies for insurers), while WUD is licensed in 40 states and active in 11. The missing piece in that structure is not another payroll app. It is the ability to carry insurance risk inside a regulated insurer.

That is the difference from the USICOA route. In August, the company disclosed a non-binding MOU to acquire USICOA at a base value of about $7 million. That was a smaller target that generated about $0.9 million of profit in 2024 on about $4.7 million of gross premiums. In the new route, the amount paid by the buyer is much lower, but the target is larger by premium volume and more challenging in capital and profitability.

The comparison sharpens the change: WESURE GLOBALT is not necessarily choosing a cheaper target. It is choosing a target with a smaller entry price, but where the economic outlay can quickly move from a small acquisition price to capital support and regulatory management.

The stated price is small, but the capital need is what matters

The transaction structure gives WESURE GLOBALT several routes. If all UBIC and URS shareholders and rights holders approve by May 18, the buyer will pay $1.2 per share or right, while UBIC’s CEO, founder and major shareholder will allocate another $0.3 out of his own consideration so every seller receives $1.5. In that case, WESURE GLOBALT's share of the consideration is expected to be about $1.2 million.

If acceptance is below 100% but at least 67% by May 31, the buyer may choose whether to complete a partial acquisition at $1 per share or right. The consideration in that case may reach up to about $0.98 million, with no CEO top-up and no future reserve-development adjustment. The choice remains with the buyer, which can decide not to execute the transaction even after the acceptance threshold is met.

Those amounts are small for an insurance group that controls AYALON, but the cost question sits elsewhere. UBIC ended 2025 with about $4.9 million of Tier 1 and Tier 2 capital after a net loss of about $4.7 million. Preliminary due diligence points to a possible additional capital injection of about $4 million, among other things to strengthen reserves and meet capital requirements for continuing operations in Utah. This is no longer only a million-dollar acquisition. It is an entry into an insurer that needs capital in order to grow in an orderly way.

The parallel capital note also changes the transaction read. WESURE GLOBALT is negotiating a $300,000 Tier 2 capital note, with 10% annual interest, due in July 2030, convertible at $1.2 per share. Assuming conversion, the buyer would hold about 20% of UBIC. If the full or partial acquisition is not completed, the company is also examining a purchase of the UBIC CEO and family holdings, about 46% before dilution and before conversion, at $1 per share or right. In other words, WESURE GLOBALT is building an alternative route to influence, not only an all-or-nothing acquisition.

The USICOA stop explains why a non-binding MOU is not enough

The end of the USICOA negotiations matters almost as much as the new MOU, because it shows where these transactions can get stuck. WESURE GLOBALT stopped that track after negotiations went beyond the original timetable and the parties did not reach agreement on the principal agreement, including interim management until closing. That is not a technical detail. In a regulated insurer, who manages the company between signing and closing can affect underwriting, reserves, capital, claims and the ability to receive a control permit.

The UBIC and URS MOU is also far from closing. It mainly binds the parties to good-faith negotiations and exclusivity, but completion depends on a binding purchase agreement, due diligence, corporate approvals, shareholder and rights-holder approvals, regulatory approvals, a control permit in an insurer and approvals for capital-support actions. There are also conditions tied to Tier 2 capital note holders, maintaining UBIC’s capital and business, and avoiding adverse changes before closing.

Management is supposed to remain involved. UBIC’s CEO and COO have committed to continue for three years after closing under their current employment terms, while the existing board is expected to resign and the buyer will appoint a board majority. That combination may preserve local underwriting knowledge, but it also explains why the binding agreement is critical. It must translate control, management, reserves and capital into one framework that the regulator and the parties can accept.

Ayalon gives context, not a shortcut around US capital

AYALON is the reason WESURE GLOBALT looks different from a small insurtech company looking for a US option. AYALON generated NIS 431 million of comprehensive profit after tax attributable to shareholders in 2025, a 33% return on equity and NIS 1.519 billion of attributable equity. During 2025, AYALON distributed dividends in which WESURE GLOBALT's share was about NIS 105 million.

That context still does not make UBIC an easy transaction. The buyer within the group has not yet been finally determined, and the documents do not say that AYALON will finance the move or provide capital for it. In addition, WESURE GLOBALT is already managing several capital-allocation directions at the same time: digital insurance in Israel, the holding in AYALON, WUS activity in the US, consumer credit, the provident-fund license at AYALON, debt issuance and a private share allocation in April for total consideration of NIS 116.5 million.

The question is therefore not whether the group has balance-sheet scale. The question is how much of that scale should be allocated to a US option that has not yet proven profitability, and how quickly it can connect to the payroll and Workers’ Compensation platform that has already been built. If UBIC requires materially more capital than the initial amount under review, the transaction will compete for attention, capital and management with existing profit engines. If the injection remains around the amount tested and the agreement delivers clear regulatory control, the new route could become a relatively low-cost way to obtain a US carrier.

The binding agreement is the proof point

WESURE GLOBALT's US move has advanced in strategic fit, but not yet far enough in economic certainty. UBIC may fit better with the group’s existing payroll and Workers’ Compensation activity, but the loss, possible capital requirement, capital notes and Utah approvals leave most of the value outside the current MOU. A binding agreement with a final price, capital plan, control permit and clear decision on the buyer inside the group would change the read. Without those, WESURE GLOBALT has replaced one US route with a more promising one, but has not removed the capital test that still separates an interesting platform from a proven US insurance business.