CSG Systems International (CSGS) Proxy Filing summary

Executive summary

• A special meeting is scheduled for January 30, 2026, for shareholders to vote on a proposed merger with NEC Corporation, where CSG will become a wholly owned subsidiary and shareholders will receive $80.70 per share in cash, representing a 17.4% premium over the pre-announcement price and a 23.1% premium over the 30-day average price.

• The board unanimously recommends voting in favor of the merger, the advisory compensation proposal, and the adjournment proposal, citing fairness, strategic alternatives, and financial advisor opinion.

• The merger is subject to regulatory approvals, including antitrust and CFIUS clearance, and is expected to close by the end of 2026, with possible delays due to external factors.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the advisory and adjournment proposals require a majority of shares present or represented by proxy.

• Dissenting shareholders may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, engaged Jefferies LLC as financial advisor, and received a fairness opinion supporting the merger consideration.

• The board considered the premium, cash certainty, likelihood of completion, and alternatives, and determined the merger consideration to be the highest reasonably obtainable.

• The board is composed of a majority of independent directors who unanimously approved the transaction.