Enghouse Systems Limited (TSX:ENGH) submitted a non-binding indication of interest to acquire Qumu Corporation (NasdaqCM:QUMU) from Harbert Discovery Fund, LP, managed by Harbert Fund Advisors Inc. and others on November 8, 2022. Enghouse Systems Limited (TSX:ENGH) entered into an Agreement and Plan of Merger to acquire Qumu Corporation (NasdaqCM:QUMU) from Harbert Discovery Fund, LP, managed by Harbert Fund Advisors Inc. and others for $17.4 million on December 17, 2022. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Enghouse will commence a cash tender offer to acquire all of the outstanding shares of Qumu's common stock, at a purchase price of $0.90 per share in cash, without interest. Upon termination of the Merger Agreement under specified circumstances, Qumu will be obligated to pay Enghouse a termination fee of $800,000 and may also be required to pay the expense reimbursement amount.

The tender offer and the merger are subject to certain customary and other closing conditions including shares of Common Stock of Qumu having been validly tendered (and not validly withdrawn) prior to the expiration of the Offer that represent, together with the shares of Common Stock then owned, at least a majority of the then issued and outstanding shares of Common Stock (the “Minimum Condition”). Transaction has been unanimously approved by the board of directors of Qumu and Enghouse. Parties entered into a Tender and Support Agreement with Qumu's directors and executive officers and Harbert Discovery Fund, LP (each, a “Supporting Shareholder”). Pursuant to the Support Agreement, the Supporting Shareholders have agreed to tender shares of Common Stock held by them in the Offer and to otherwise support the transactions contemplated by the Merger Agreement. As of December 16, 2022, the Supporting Shareholders own in aggregate 2,327,322 shares of Common Stock, representing approximately 13.0% of the Stock issued and outstanding. As of February 6, 2023, the number of Shares tendered pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer have been satisfied, Purchaser has accepted for payment, and has stated it will pay for all such Shares as promptly as practicable after the Expiration Time in accordance with the terms of the Offer. The merger agreement transaction is expected to be closed in February 2023. The offer will expire on February 6, 2023. The transaction is expected to close on February 8, 2023.

Craig-Hallum Capital Group LLC acted as financial advisor to Qumu and April Hamlin and Michael R. Kuhn of Ballard Spahr LLP acted as legal advisors to Qumu. Craig-Hallum Capital Group LLC acted as fairness opinion provider to the board of Qumu. Ian M. Hazlett of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Enghouse. D.F. King & Co., Inc. acted as information agent and Equiniti Trust Company acted as depository bank to Qumu.