CSG SYSTEMS INTERNATIONAL INC

CSG Systems International Inc. Stockholders Greenlight NEC Acquisition

CSG Systems International Inc. (NASDAQ: CSGS) stockholders have overwhelmingly approved the company's acquisition by NEC Corporation. This pivotal vote, held at a special meeting on January 30, 2026, paves the way for CSG to become a wholly-owned subsidiary of the Japanese technology giant. For investors, this marks a significant step toward the deal's completion.

Key Transaction Details: The merger agreement, signed on October 29, 2025, stipulates that NEC Corporation will acquire all outstanding shares of CSG common stock for $55.00 per share in cash. This values the transaction at approximately $1.8 billion, including CSG's net debt. Upon completion, CSG will transition from an independent publicly traded company.

Strategic Rationale: CSG's Board of Directors unanimously recommended the merger, believing it to be in shareholders' best interest. The Board highlighted the compelling and immediate cash value the transaction offers, representing a significant premium over CSG's unaffected share price. For NEC, this acquisition will strategically enhance its global capabilities in digital monetization, customer experience, and payments solutions. NEC plans to leverage CSG's established market leadership and customer base to expand its offerings and global reach.

Stockholder Vote Results: At the special meeting, stockholders cast approximately 98.5% of votes in favor of the merger agreement, representing about 75% of CSG's total outstanding shares. This strong approval underscores broad shareholder confidence in the transaction. Stockholders also held a non-binding advisory vote on executive compensation related to the merger. While it passed, the vote saw 65% in favor, 30% against, and 5% abstaining, revealing some shareholder dissent over the specific compensation arrangements.

Impact and Implications:

• For CSG Shareholders: Upon the merger's closing, the NASDAQ Global Select Market will delist CSG common stock. Each shareholder will receive $55.00 in cash for every share they own. CSG's current trading price will likely reflect this acquisition price, adjusted for the time until closing and any perceived deal completion risk.
• For CSG as a Company: CSG will integrate into NEC's global operations, aligning its strategic direction and resources with a larger, diversified technology enterprise. This transition will provide CSG with enhanced resources and a broader platform for innovation and growth.

Next Steps and Closing Conditions: The merger requires customary closing conditions, including regulatory approvals (such as antitrust clearances) in various jurisdictions, and other standard conditions. Both companies expect the transaction to close sometime within the 2026 calendar year.

Investor Takeaways: The overwhelming stockholder approval marks a critical milestone, significantly increasing the likelihood of the merger's completion. Investors should closely monitor news regarding regulatory approvals, as any unexpected delays or challenges could impact the closing timeline or, in rare cases, the deal itself. Public investors' focus now shifts from CSG's independent operational performance and growth prospects to the acquisition's successful and timely completion.