Kerridge Commercial Systems Limited("KCS") entered into an agreement to acquire MAM Software Group, Inc. (NasdaqCM:MAMS) for approximately $150 million on August 30, 2019. Under the terms of the agreement, MAM stockholders will receive $12.12 per share in cash for each common share of MAM. KCS plans to fund the purchase price from a combination of funds provided by certain existing shareholders and financing provided pursuant to incremental facilities to be made available by funds managed or advised by Guggenheim Partners Europe Limited under the terms of KCS’ existing senior facilities agreement, together with other available sources of financing. Following the consummation of the transaction, MAM Software will no longer be traded on Nasdaq and will operate as a wholly owned indirect subsidiary of KCS. KCS will be required to pay $8.4 million as fee in case of termination of transaction under certain circumstances. MAM Software will be required to pay termination fee of $3.1 million The transaction is subject to customary closing condition & regulatory approval. MAM’s Board of Directors have unanimously approved the proposed transaction. Stockholders of MAM representing more than 50% of MAM’s outstanding shares delivered a written consent approving the transaction and no other approval of MAM’s Board of Directors or stockholders is required to complete the transaction. The transaction is not subject to a financing condition. The transaction is expected to be close in or prior to the fourth quarter of 2019. David E. Danovitch of Sullivan & Worcester LLP acted as legal advisor to MAM. Shelly M. Hirschtritt, P.C. and Dvir Oren, P.C. of Kirkland & Ellis LLP acted as legal advisor to KCS. Mirus Securities, Inc. acted as financial advisor and fairness opinion provider to the Special committee of MAM.