MARKHAM, ON and MINNEAPOLIS, Dec. 19, 2022 /PRNewswire/ - Qumu Corporation (Nasdaq: QUMU), a leading provider of cloud-based enterprise video technology, and Enghouse Systems Ltd. (TSX: ENGH), a leading global provider of enterprise software solutions serving certain enterprise vertical markets, today jointly announced the execution of a merger agreement by which Enghouse will acquire Qumu.
Under the terms of the agreement, which has been approved unanimously by the board of directors of both companies, a newly formed wholly-owned subsidiary of Enghouse will commence a tender offer for all outstanding shares of Qumu for US$0.90 per share in cash, for a total equity value of approximately US$18.0 million. The purchase price of US$0.90 per share represents a premium of approximately 105% over the US$0.44 per share closing price of Qumu common stock on December 16, 2022.
Under the merger agreement, a wholly-owned subsidiary of Enghouse will commence a tender offer for all the shares of common stock of Qumu followed by a merger to acquire any untendered shares, all at the price of US$0.90 per share in cash. The tender offer and the merger are subject to certain customary and other closing conditions. The merger agreement transaction is expected to be closed in February 2023. The Qumu board of directors, executive officers and certain shareholders, have entered into a tender and support agreement with Enghouse committing to tender all of their Qumu shares in the tender offer.
"The Qumu board is committed to maximizing shareholder value and has unanimously approved the transaction with Enghouse," said Neil Cox, Chairman, Qumu board of directors. "We believe this transaction will deliver excellent value to our shareholders."
Commenting on the acquisition, Steve Sadler, Chairman and CEO at Enghouse, said: "The combination of Qumu's video creation, management and delivery solutions with Enghouse's video collaboration and streaming products strengthens the position of both companies in a competitive space."
Rose Bentley, Qumu's President and CEO added: "Just as we embraced video as the future of work, this merger gives Qumu the opportunity to enhance our product innovation and the quality of our service and support. We are excited about the transaction."
Financial and Legal Advisors
Craig-Hallum Capital Group LLC acted as financial advisor to Qumu and Ballard Spahr LLP acted as legal advisor to Qumu.
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.
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 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.