Enghouse Systems Limited, a leading global provider of enterprise software solutions serving select enterprise vertical markets, announced the execution of a merger agreement by which Enghouse will acquire MIND C.T.I. Ltd., a leading provider of business support systems (“BSS”) for telecommunications service providers, enterprise unified communications (UC) analytics and messaging solutions.
Under the terms of the agreement, which has been approved unanimously by the boards of directors of both companies, Enghouse will acquire all the outstanding shares of MIND CTI for US$1.30 per share in cash, for a total equity value of approximately US$25.4 million. The purchase price of US$1.30 per share represents a premium of approximately 42% over the volume weighted average closing price of US$0.92 per share of MIND CTI ordinary shares during the preceding 30 trading days.
Under the merger agreement, a newly formed wholly owned subsidiary of Enghouse will merge with and into MIND CTI, following which MIND CTI will become a wholly owned subsidiary of Enghouse, and each outstanding MIND CTI ordinary share will be exchanged for the right to receive US$1.30 in cash. The merger is subject to the approval of MIND CTI shareholders and certain customary and other closing conditions. There is no financing condition to the obligations of Enghouse to consummate the transaction. Under the merger agreement, MIND CTI may solicit alternative proposals from third parties until December 10, 2026. Under certain circumstances, including if MIND CTI accepts a superior proposal, a break fee would be payable by MIND CTI to Enghouse of US$1.0 million in cash. The merger is expected to close in the first quarter of 2027.
The board of directors of MIND CTI has unanimously approved the merger agreement and believes the acquisition is in the best interest of shareholders. Monica Iancu, the CEO and largest shareholder of MIND CTI, has entered into a voting and support agreement with Enghouse, committing to vote all her MIND CTI shares in favor of the merger.
Monica Iancu, Interim CEO of MIND commented: “The MIND CTI Board unanimously approved this transaction because we believe it is in the best interests of our shareholders. Given our size and the increasing costs and burdens associated with being a public company, we see limited benefit in remaining public. This transaction delivers compelling value to our shareholders while positioning the business for continued success.”
Steve Sadler, Chairman and CEO of Enghouse, said: “MIND CTI’s billing and customer care, UC analytics and enterprise messaging solutions are complementary to our portfolio and expand our offering for telecommunications service providers and enterprise customers. We look forward to welcoming MIND CTI’s customers, partners and employees to Enghouse.”
About MIND CTI
Headquartered in Yoqneam, Israel, MIND C.T.I. Ltd. (Nasdaq: MNDO) is a leading provider of convergent end-to-end prepaid and postpaid billing and customer care solutions for service providers, UC analytics for enterprises, and enterprise messaging solutions. MIND CTI’s billing and customer care solutions enable service providers to manage and monetize their services, while its UC analytics and enterprise messaging solutions help organizations gain visibility into, control and streamline their communications. The company serves customers globally, with a significant presence in Europe.
For more information, please visit www.mindcti.com.
About Enghouse Systems Ltd.
Enghouse Systems Ltd. is a Canadian publicly traded company (TSX:ENGH) that provides vertically focused enterprise software solutions focusing on contact centres, video communications, healthcare, telecommunications, public safety and the transit market. Enghouse has a two-pronged growth strategy that focuses on internal growth and acquisitions, which are funded through operating cash flows. The company has no external debt financing and is organized around two business segments: the Interactive Management Group and the Asset Management Group.
Further information about Enghouse may be obtained from the company’s website at www.enghouse.com.