CSG Systems International (CSGS) Proxy Filing summary

Executive summary

• A special meeting will be held online for shareholders to vote on a proposed merger where the company will be acquired by a wholly owned subsidiary of NEC Corporation for $80.70 per share in cash, representing a 17.4% premium over the pre-announcement closing price and a 23.1% premium over the 30-day volume-weighted average price.

• The board unanimously recommends voting in favor of the merger, which will result in the company becoming a wholly owned subsidiary of NEC and its shares being delisted from Nasdaq.

• 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 regulatory or other conditions.

• If the merger is not completed, the company will remain independent and publicly traded, but may owe a termination fee to NEC under certain circumstances.

Voting matters and shareholder proposals

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

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

• Dissenting shareholders have appraisal rights under Delaware law if they follow specific procedures.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, engaged Jefferies LLC as financial advisor, and Simpson Thacher & Bartlett LLP as legal counsel.

• The board considered the premium, certainty of cash consideration, likelihood of closing, and the absence of a financing condition as key factors in its unanimous recommendation.

• The board also considered the ability to respond to superior proposals, subject to a termination fee, and the impact of the merger on future shareholder participation.