Enghouse Buys CTI Group (Holdings)

Enghouse Systems Limited announced through its wholly owned subsidiary, New Acquisitions Corporation, that it has successfully completed its acquisition of CTI Group (Holdings) Inc.

Headquartered in Indianapolis, Indiana with operations in Blackburn, UK, CTI’s telecommunications software products include carrier grade billing analytics, self-care, invoice presentment, multi-channel customer interaction recording and call accounting solutions. The products are deployed as on-premise licensed, multi-tenant hosted, SaaS or managed services offerings.

“CTI complements our telecommunications operator solutions portfolio by offering a carrier grade analytics platform for cost analysis, allocation, and cost recovery and also enables service providers to mine their customer data to maintain competitive advantage,” said Stephen Sadler, Chairman & CEO of Enghouse. “We are pleased to welcome CTI’s customers and employees to our organization.”

The previously announced tender offer expired at 9:00 am, Eastern Standard Time, on December 4, 2015, and was not extended. The depositary for the tender advised New Acquisitions Corporation that, as of the expiration of the tender offer, a total of 25,668,619 shares were validly tendered and not withdrawn in the tender offer, representing a total of approximately 85.5% of CTI’s outstanding shares (excluding shares tendered but not yet delivered and shares that were owned as of the date of the commencement of the tender offer by CTI, Enghouse or any direct or indirect wholly-owned subsidiary of CTI or Enghouse). In addition, Notices of Guaranteed Delivery have been delivered with respect to 244,960 shares. New Acquisitions Corporation accepted for payment all shares tendered in the tender offer and will pay for all such tendered shares as soon as practicable in accordance with the terms of the offer. New Acquisitions Corporation subsequently completed the merger without a vote of CTI’s stockholders pursuant to the Delaware General Corporation Law, with CTI surviving the merger as a wholly owned subsidiary of Enghouse. It’s expected that CTI shares will cease trading on the Nasdaq OTC market today. In connection with the merger, all remaining CTI shares (other than shares held by Enghouse, or CTI or any of their wholly owned subsidiaries or held by any CTI stockholder who properly exercises appraisal rights under the Delaware General Corporation Law not validly tendered into, or withdrawn from the tender offer) will be cancelled and converted into the right to receive US$0.61 per share in cash, the same consideration per share offered in the tender offer.