UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement
Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange
Act of 1934
QUMU CORPORATION
(Name of Subject Company)
COSMOS MERGER SUB, INC.
(Offeror)
ENGHOUSE INTERACTIVE, INC.
(Parent of Offeror)
ENGHOUSE SYSTEMS LIMITED
(Indirect and Ultimate Parent
of Offeror)
(Filing Person)
COMMON STOCK, $0.01
PAR VALUE
(Title of Class of Securities)
749063103
(CUSIP Number of Class of
Securities)
General Counsel
Enghouse Systems Limited
Suite 800, 80 Tiverton
Court
Markham, Ontario L3R 0G4
(905) 946-3200
(Name, address and telephone
number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Christopher J. Cummings
Ian M. Hazlett
Paul, Weiss, Rifkind, Wharton
& Garrison LLP
1285 Avenue of the Americas
New York, N.Y. 10019-6064
(212) 373-3000
CALCULATION OF FILING
FEE
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Transaction valuation* |
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Amount of filing fee* |
N/A* |
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N/A* |
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A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of the tender offer. |
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: Not applicable. |
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Filing Party: Not applicable. |
Form or Registration No.: Not applicable. |
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Date Filed: Not applicable. |
x |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate
boxes below to designate any transactions to which the statement relates:
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x |
third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3 |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following
box if the filing is a final amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate
box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
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NEWS |
Enghouse Systems
to Acquire Qumu Corporation in All-Cash Transaction Expanding its SaaS Enterprise Video Offering
Markham,
Ontario; Minneapolis, Minnesota
– December 19, 2022 –
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.
Additional
Information and Where to Find It
The
tender offer for the outstanding shares of common stock of Qumu referenced in this press release has not yet commenced. This press release
is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell
shares of common stock of Qumu or any other securities. At the time the tender offer is commenced, Enghouse will file with the U.S. Securities
and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO, and Qumu will file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9.
Shareholders
of Qumu are advised to read the Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents)
and the solicitation/recommendation statement on Schedule 14D-9, as each may be amended or supplemented from time to time, and any other
relevant documents filed with the SEC when they become available, before making any decision with respect to the Offer because these
documents will contain important information about the proposed transaction and the parties thereto.
Qumu’s
shareholders and other investors can obtain the Tender Offer Statement and the Solicitation/Recommendation Statement, as each may be
amended or supplemented from time to time, and other documents filed by the parties (when available), for free at the SEC’s website
at www.sec.gov. Copies of the documents filed with the SEC by the parties also will be available free of charge on Qumu’s Investor
Relations website at https://ir.qumu.com or by e-mail at QUMU@gatewayir.com.
Cautionary
Notice Regarding Forward-Looking Statements
This
press release contains “forward-looking statements” relating to the acquisition of Qumu by Enghouse. Such forward-looking
statements include, but are not limited to, the ability of Qumu and Enghouse to complete the transaction contemplated by the Merger Agreement,
including the parties’ ability to satisfy the conditions to the consummation of the Offer contemplated thereby and the other conditions
set forth in the Merger Agreement, statements about the expected timing for completing the transaction and the potential effects of the
acquisition on both Enghouse and Qumu. In some cases, forward-looking statements may be identified by terminology such as “believe,”
“may,” “will,” “should”, “predict”, “goal”, “strategy”, “potentially,”
“estimate,” “continue,” “anticipate,” “intend,” “could,” “would,”
“project,” “plan,” “expect,” “seek” and similar expressions and variations thereof. These
words are intended to identify forward-looking statements. All statements other than statements of historical fact are statements that
could be deemed forward-looking statements.
Forward-looking
statements are based on Qumu’s and Enghouse’s management’s current expectations, beliefs, estimates, projections, and
assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties
that are difficult to predict. As a result, actual future results and trends may differ materially from what is forecast in forward-looking
statements. The following are some of the factors that could cause actual future results to differ materially from those expressed in
any forward-looking statements: (i) uncertainties as to the timing of the Offer; (ii) the risk that the proposed transaction may not
be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for Qumu will be made;
(iv) the possibility that any or all of the various conditions to the consummation of the Offer may not be satisfied or waived; (v) the
possibility that prior to the completion of the proposed transaction, Qumu’s business may experience significant disruptions due
to transaction-related uncertainty; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Merger Agreement, including in circumstances that would require Qumu to pay a termination fee or expense fee; (vii) the risk that
the announcement and pendency of the transaction may make it more difficult for Qumu to establish or maintain relationships with employees,
channel partners, customers and other business partners, and the potential impact of the announcement and the pendency of the transaction
on Qumu’s operating results and business generally; (viii) the risk that shareholder litigation in connection with the proposed
transaction may result in significant costs of defense, indemnification and liability; and (ix) other factors as set forth from time
to time in Qumu’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as
the Schedule TO, Schedule 14D-9 and other Offer documents that will be filed by Parent, Merger Sub and Qumu, as applicable. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The information contained
in this press release is provided only as of the date hereof, and no party undertakes any obligation to revise or update any forward-looking
statements to reflect events or circumstances after the date hereof, except as required by law.
For further
information please contact:
Sam Anidjar
VP, Corporate
Development
Enghouse Systems
Limited
(905) 946-3302
Investor Contact:
Matt Glover
or Tom Colton
Gateway Investor
Relations
QUMU@gatewayir.com
+1.949.574.3860