B. Riley Financial : Issues Letter to SPOK Holdings, Inc. Board of Directors

LOS ANGELES, March 17, 2020 /PRNewswire/ -- B. Riley Financial, Inc. (NASDAQ: RILY) ("B. Riley"), a diversified provider of business advisory and financial services, today announced it has sent the following letter to the Board of Directors of SPOK Holdings, Inc. on behalf of its subsidiary, B. Riley Capital Management, LLC.

March 16, 2020

SPOK Holdings, Inc.
6850 Versar Center, Suite 420
Springfield, VA  22151

To the Board of Directors:

On behalf of B. Riley Capital Management, LLC and certain of its affiliates, I am pleased to make this proposal to acquire all of the outstanding shares of common stock of SPOK Holdings, Inc. ("SPOK" or the "Company") for $12.00 per share.  Our all cash proposal represents an approximate 39% premium over the current price for SPOK's common stock based on yesterday's close. B. Riley currently owns approximately 500,000 shares of the Company, or approximately 2.6% of SPOK's total shares outstanding.

Our parent organization, B. Riley Financial, Inc. (NASDAQ: RILY), is a publicly traded, diversified financial services company, operating a variety of businesses, including investment banking, brokerage, asset valuation and appraisal, management, disposition and advisory services.  We have a long history of successfully closing on strategic acquisitions of public and private companies and returning significant value to their owners in the process.  This includes our acquisition of three publicly traded companies – magicJack VocalTec Ltd. in 2018, FBR & Co. in 2017, and United Online, Inc. in 2016.  In particular, our magicJack transaction demonstrates our ability to navigate the regulatory process required for acquisitions of companies with Federal Communications Commission licenses.  B. Riley currently has a market capitalization of approximately $450 million and cash, net securities and other liquid assets of over $800 million and, accordingly, the proposed transaction would not be subject to a financing condition.

After studying SPOK's businesses and strategy for creating equity value over the course of the last several years, we have concluded that its shareholders cannot realize a fair valuation within the confines of its current structure.  Ultimately, SPOK is an undersized holding company with the costs and infrastructure of a much larger company servicing two dramatically different business units.  In addition, the financial burden of being a public company is disproportionately detrimental to a company with SPOK's relatively small scale.  We believe that B. Riley will offer a perfect strategic fit to harness and utilize the cash flow generated by the paging business, and investment and duration needed to maximize the value of software.  Our scale and diversification allow us to be an excellent fit for both of these businesses.

While this proposal is non-binding, given our knowledge of the Company's assets and our work completed to date, we would require only limited due diligence to arrive at a definitive acquisition agreement.  We would be willing to allow SPOK a customary go-shop and, as noted above, we have the capability to consummate the transaction without a financing contingency.

Given our long history of successful acquisitions and the current environment, we believe that bringing this offer to the Company's Board of Directors and its stockholders simultaneously is in the best interests of all constituencies.  Nevertheless, we are prepared to immediately enter into negotiations with the Company on the terms and conditions of a definitive agreement and we look forward to discussing our proposal with you in more detail.

Sincerely,
Bryant Riley
Chairman and Co-Chief Executive Officer
B. Riley Financial, Inc.

About B. Riley Financial, Inc. (NASDAQ:RILY)
B. Riley Financial provides collaborative financial services tailored to fit the capital raising and business advisory needs of public and private companies and high-net-worth individuals. The Company operates through several wholly owned subsidiaries which offer complementary end-to-end capabilities spanning investment banking and institutional brokerage, private wealth and investment management, corporate advisory, restructuring, due diligence, forensic accounting and litigation support, appraisal and valuation, and auction and liquidation services. Certain registered affiliates of B. Riley originate and underwrite senior secured loans for asset-rich companies. The Company also makes proprietary investments in companies and assets with attractive return profiles. For more information about B. Riley and its affiliated companies, visit www.brileyfin.com.

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SOURCE B. Riley Financial