Enghouse Systems to Acquire MIND C.T.I.

Enghouse Systems has announced an agreement to acquire MIND C.T.I. Ltd. (MIND CTI) in an all-cash transaction worth approximately US$25.4 million, expanding its telecommunications and enterprise communications software portfolio.

Under the agreement, Enghouse will acquire all outstanding MIND CTI shares for US$1.30 each, representing a 42% premium over the company’s average closing share price of US$0.92 during the previous 30 trading days.

The transaction has been unanimously approved by both companies’ boards of directors and is expected to close in the first quarter of 2027, subject to shareholder approval and other closing conditions.

MIND CTI provides business support systems for telecommunications providers, alongside unified communications (UC) analytics and enterprise messaging solutions.

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.”

Once completed, MIND CTI will become a wholly owned subsidiary of Enghouse.

Monica Iancu, Interim CEO and largest shareholder of MIND CTI, has agreed to vote her shares in favour of the acquisition.

Commenting on the decision, Iancu said:

“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.”

Under the merger agreement, MIND CTI can seek alternative acquisition proposals until 10 December 2026.

If the company accepts a superior offer under certain circumstances, it would be required to pay Enghouse a US$1 million termination fee.

The agreement does not include a financing condition for Enghouse, with the transaction currently scheduled for completion in early 2027.

Author: Alice Cuerden

Reviewed by: Megan Jones