MARKHAM, ON, Jan. 6, 2023 /PRNewswire/ -- Enghouse Systems
Limited (TSX: ENGH) ("Enghouse") today announced that its indirect
wholly-owned subsidiary, Cosmos Merger Sub, Inc., has commenced its
previously announced tender offer for all outstanding shares of
common stock of Qumu Corporation ("Qumu") (Nasdaq: QUMU) at a price
of US$0.90 per share in cash, for a
total equity value of approximately US$18.0
million.
The tender offer is being made in connection with the Agreement
and Plan of Merger, dated as of December 17,
2022 (the "Merger Agreement"), by and among Enghouse
Interactive, Inc., Cosmos Merger Sub, Inc. and Qumu, which Enghouse
and Qumu announced on December 19,
2022.
The Qumu board of directors has unanimously determined that the
offer is fair to and in the best interests of Qumu's shareholders
and unanimously recommends that the Qumu shareholders accept the
offer and tender their shares.
The tender offer is scheduled to expire at one minute following
11:59 p.m., New York City time, on February 6, 2023 (such date, as it may be
extended by Cosmos Merger Sub, Inc. from time to time in accordance
with the Merger Agreement, the "Expiration Time").
Certain shareholders, including the directors and executive
officers of Qumu, have entered into tender and support agreements
with Enghouse committing to tender all of their Qumu shares in the
tender offer.
Consummation of the tender offer is conditioned upon the
satisfaction of certain conditions described in the Offer to
Purchase. Shares tendered by a notice of guaranteed delivery
but not actually delivered to the depositary for the tender offer,
Equiniti Trust Company, prior to the Expiration Time, will not be
deemed validly tendered for purposes of satisfying the Minimum
Condition unless and until shares underlying such notice of
guaranteed delivery are delivered to the depositary.
Complete terms and conditions of the tender offer are set forth
in the Offer to Purchase, Letter of Transmittal and other related
materials, which were filed by Enghouse with the Securities and
Exchange Commission ("SEC") on January
6, 2023. In addition, Qumu will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC relating to the tender offer.
Additional Information
This press release is provided for informational purposes only
and does not constitute an offer to purchase or the solicitation of
an offer to sell any securities. Enghouse has filed with the SEC a
Tender Offer Statement on Schedule TO containing an offer to
purchase, a form of letter of transmittal and other documents
relating to the tender offer, and Qumu will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Investors and shareholders are urged
to read both the Tender Offer Statement and
Solicitation/Recommendation Statement carefully as they contain
important information about the tender offer. Those
documents, as well as Enghouse's other public filings with the SEC,
may be obtained without charge from the SEC's website at
www.sec.gov. The offer to purchase and related materials may also
be obtained for free by contacting D.F. King & Co., the
information agent for the tender offer, toll-free at (800) 949-2583
or by e-mail at qumu@dfking.com. Copies of Qumu's filings with the
SEC may be obtained free of charge on Qumu's Investor Relations
website at https://ir.qumu.com or by e-mail at
QUMU@gatewayir.com.
About Enghouse Systems
Limited
Enghouse Systems Ltd. is a Canadian publicly traded company
(TSX: ENGH) that provides vertically focused enterprise software
solutions focusing on contact centers, 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. For more
information, please visit www.enghouse.com.
About Qumu Corporation
Qumu (Nasdaq: QUMU) is a leading provider of best-in-class tools
to create, control, deliver, experience and analyze live and
asynchronous video at scale. Backed by an experienced team of
software and video experts, Qumu's software enables globally
distributed organizations to drive employee, customer, and partner
engagement, modernizing business by providing more efficient and
effective ways to communicate and collaborate. For more
information, please visit www.qumu.com.
Sam Anidjar, VP, Corporate Development, Enghouse
Systems Limited, (905) 946-3302; Investor
Contact: Matt Glover or Tom Colton, Gateway Investor
Relations, QUMU@gatewayir.com, +1.949.574.3860
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