MIND CTI to be Acquired by Enghouse Systems in All-Cash Transaction

Shareholders would receive cash at an approximately 42% premium to the preceding 30 trading days’ weighted average closing price.

Rhea-AI Summary

MIND CTI (MNDO) signed an agreement for Enghouse Systems to acquire all outstanding shares for US$1.30 per share in cash. The approximately US$25.4 million equity value represents a premium of approximately 42% to the preceding 30 trading days’ weighted average closing price of US$0.92. Closing is expected in the first quarter of 2027, subject to shareholder approval and other closing conditions; there is no financing condition.

Third-quarter 2026 revenue fell to $4.4 million from $4.8 million a year earlier. Net loss was $2.9 million, versus $0.7 million net income, including a $3.8 million non-cash billing-segment goodwill impairment. Nine-month revenue was $14.1 million versus $14.6 million. Cash totaled $13.7 million at September 30. The buyback program was suspended September 22. Orly Sorokin becomes CEO November 17, 2026; Monica Iancu remains board chair. MIND may actively solicit alternative bids until December 10, 2026.

4 points · 1 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 12 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.US$1.30-per-share cash acquisition values MIND at approximately US$25.4 million, a premium of approximately 42% to US$0.92. 1.4× market cap
• Minor pointNo financing condition applies to Enghouse’s obligation to complete the acquisition.
• Minor point. Forward-looking: it has not happened yet and may not happen.Alternative proposals may be actively solicited until December 10, 2026; unsolicited proposals may be considered under agreement terms.
• Minor pointMonica Iancu’s voting agreement commits all her MIND shares in favor, unless the board changes its recommendation.

Negative

• Major point$3.8 million non-cash goodwill impairment related to the billing segment was included in third-quarter and nine-month losses. 22% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Shareholder approval remains pending; merger closing is expected in the first quarter of 2027.
• Moderate pointQ3 2026 revenue declined to $4.4 million from $4.8 million in Q3 2025.
• Moderate pointQ3 2026 operating loss was $2.8 million, versus $0.6 million operating income a year earlier.
• Moderate pointQ3 2026 operating cash flow fell to $0.7 million from $1.2 million a year earlier.

7 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Break-up fee would be payable to Enghouse if MIND accepts a superior proposal.
• Minor pointQ3 2026 net loss was $2.9 million, or $0.15 per share, versus $0.7 million income, or $0.03.
• Minor pointNine-month 2026 revenue declined to $14.1 million from $14.6 million in the first nine months of 2025.
• Minor pointNine-month 2026 operating loss was $1.2 million, versus $1.3 million operating income in the comparable 2025 period.
• Minor pointNine-month 2026 net loss was $1.2 million, or $0.06 per share, versus $1.7 million income, or $0.08.
• Minor pointNine-month 2026 operating cash flow fell to $1.4 million from $2.8 million in the comparable 2025 period.
• Minor pointShare repurchase program was suspended as of September 22, 2026.

News Explained

Alongside the announced cash acquisition, Monica Iancu agreed to vote all her MIND shares for the merger unless the board changes its recommendation; if MIND accepts a superior proposal, it would owe Enghouse a break-up fee.

Key Figures

Cash consideration per share: US$1.30 per share Total equity value: Approximately US$25.4 million Premium to 30-day weighted average price: Approximately 42% +5 more

Cash consideration per share

US$1.30 per share

Merger consideration for each outstanding MIND CTI ordinary share

Total equity value

Approximately US$25.4 million

Proposed acquisition

Premium to 30-day weighted average price

Approximately 42%

Based on the preceding 30 trading days

Expected merger closing

First quarter of 2027

Subject to shareholder approval and other closing conditions

Alternative proposal solicitation deadline

December 10, 2026

MIND CTI may actively solicit alternative proposals until this date

Q3 revenue

$4.4 million, compared with $4.8 million

Third quarter 2026 versus third quarter 2025

Q3 operating result

Operating loss of $2.8 million, compared with operating income of $0.6 million

Third quarter 2026 versus third quarter 2025

Q3 net result

Net loss of $2.9 million, or $0.15 per share, compared with net income of $0.7 million, or $0.03 per share

Third quarter 2026 versus third quarter 2025

Key Terms

merger agreement, break-up fee, goodwill impairment, proxy statement

4 terms

merger agreement financial

"Under the terms of the agreement, which has been approved unanimously by the boards"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

break-up fee financial

"a break-up fee would be payable by MIND CTI to Enghouse"

A break-up fee is a pre-agreed payment one party must make if a planned deal, often a takeover or merger, falls apart. It acts like a refundable deposit or cancellation charge: it compensates the other side for time, costs and lost opportunity and discourages casual bidders, so investors watch it because it affects the deal’s odds, potential cash liabilities and the likely return from the transaction.

goodwill impairment financial

"the result of a non-cash goodwill impairment charge of $3.8 million"

Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.

proxy statement regulatory

"MIND CTI will furnish to the U.S. Securities and Exchange Commission a proxy statement"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

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MIND CTI Reports Third Quarter 2026 Results

Appointment of Orly Sorokin as New CEO

YOQNEAM, Israel, Nov. 10, 2026 (GLOBE NEWSWIRE) -- MIND C.T.I. LTD (NasdaqGM:MNDO), a leading provider of convergent end-to-end prepaid/postpaid billing and customer care product-based solutions for service providers, unified communications (UC) analytics for enterprises as well as enterprise messaging solutions, today announced:

• The execution of a merger agreement by which Enghouse Systems Ltd. (TSX: ENGH) (“Enghouse”), a leading global provider of enterprise software solutions serving select enterprise vertical markets, will acquire MIND CTI.
• Its financial results for the third quarter ended September 30, 2026.
• Appointment of Orly Sorokin as new CEO.
  

Merger Agreement

Under the terms of the agreement, which has been approved unanimously by the boards of directors of both companies, Enghouse will acquire all outstanding shares of MIND CTI for US$1.30 per share in cash, for a total equity value of approximately US$25.4 million. The purchase price of US$1.30 per share represents a premium of approximately 42% over the weighted average closing price of US$0.92 per share for MIND CTI ordinary shares during the preceding 30 trading days.

Under the merger agreement, a newly formed wholly owned subsidiary of Enghouse will merge with and into MIND CTI, following which MIND CTI will become a wholly owned subsidiary of Enghouse, and each outstanding MIND CTI ordinary share will be exchanged for the right to receive US$1.30 in cash.

The merger is subject to the approval of MIND CTI shareholders and certain customary and other closing conditions. There is no financing condition to the obligations of Enghouse to consummate the transaction. The merger agreement transaction is expected to be closed in the first quarter of 2027.

Monica Iancu has entered into a voting and support agreement with Enghouse, committing to vote all her MIND CTI shares in favor of the merger. This undertaking will terminate if MIND CTI’s board of directors changes its recommendation in favor of the proposed transaction with the current buyers.

Under the terms of the agreement, MIND CTI may actively solicit alternative proposals from third parties until December 10, 2026, and intends to consider any such proposals with the assistance of its independent advisors. MIND CTI does not intend to disclose developments with respect to this solicitation process unless and until its board of directors has made a decision regarding any alternative proposals. There can be no assurance that the solicitation of superior proposals will result in an alternative transaction. In addition, MIND CTI may, at any time, subject to the terms of the merger agreement, respond to unsolicited proposals. If MIND CTI accepts a superior proposal, a break-up fee would be payable by MIND CTI to Enghouse.

Monica Iancu, Interim CEO of MIND, commented: “The MIND CTI Board unanimously approved this transaction because we believe it is in the best interests of our shareholders. Given our size and the increasing costs and burdens associated with being a public company, we see limited benefit in remaining public. This transaction delivers compelling value to our shareholders while positioning the business for continued success.”

Third Quarter Results

The following will summarize our major achievements in the third quarter of 2026, as well as our business. Full financial results can be found in the Company News section of our website at found in the Company News section of our website at http://www.mindcti.com/company/news/ and in our Form 6-K.

Q3 2026 Financial Highlights

• Revenues were $4.4 million, compared with $4.8 million in the third quarter of 2025.
• Operating loss was $2.8 million, compared to operating income of $0.6 million in the third quarter of 2025. Our operating loss for the quarter is the result of a non-cash goodwill impairment charge of $3.8 million related to our billing segment.
• Net loss was $2.9 million, or $0.15 per share, compared to net income of $0.7 million, or $0.03 per share in the third quarter of 2025. Our net loss for the quarter includes the aforesaid non-cash goodwill impairment charge.
• Cash flow from operating activities was $0.7 million, compared with $1.2 million in the third quarter of 2025.
• Cash position was $13.7 million as of September 30, 2026.
  

Nine Months Financial Highlights

• Revenues were $14.1 million, compared with $14.6 million in the first nine months of 2025.
• Operating loss was $1.2 million, compared to operating income of $1.3 million in the first nine months of 2025. Our operating loss includes the aforesaid non-cash goodwill impairment charge of $3.8 million related to our billing segment.
• Net loss was $1.2 million, or $0.06 per share, compared to net income of $1.7 million, or $0.08 per share in the first nine months of 2025. Our net loss includes the aforesaid non-cash goodwill impairment charge.
• Cash flow from operating activities in the first nine months of 2026 was $1.4 million, compared to $2.8 million in the first nine months of 2025.

Revenue Distribution for Q3 2026
Revenues in Europe represented 56% (including the messaging segment revenues in Germany that represented 32%), the Americas represented 34%, and the rest of the world represented 10% of total revenues.

Revenues from our Customer care and billing software were $2.2 million, or 51% of total revenues, enterprise messaging were $1.4 million, or 32% of total revenues, and UC analytics software were $0.8 million, or 17% of total revenues.

Revenues from maintenance and additional services were $4.2 million, or 95% of total revenues, while licenses were $0.2 million, or 5% of total revenues.

Revenue Distribution for Nine Months 2026
Revenues in Europe represented 60% (including the messaging segment revenues in Germany that represented 33%), the Americas represented 32%, and the rest of the world represented 8% of total revenues.

Revenues from our Customer care and billing software were $6.9 million, or 49% of total revenues, enterprise messaging were $4.6 million, or 33% of total revenues, and UC analytics software were $2.6 million, or 18% of total revenues.

Revenues from maintenance and additional services were $13.2 million, or 94% of total revenues, while licenses were $0.9 million, or 6% of total revenues.

Buyback Update
As previously announced, MIND’s Board of Directors authorized a new share repurchase plan on November 12, 2025, allowing the Company to repurchase ordinary shares in the open market for up to $2.4 million in cash.

As of September 30, 2026, MIND had purchased a total of 1,038 thousand shares for total consideration of approximately $1,112 thousand, out of which $440 thousand during the third quarter of 2026.

The repurchase program was suspended as of September 22, 2026.

Appointment of Orly Sorokin as New CEO
The Board of Directors has appointed Ms. Orly Sorokin as Chief Executive Officer, effective November 17, 2026. Ms. Sorokin has served as MIND's Chief Business Officer since August 2026 and previously served on the Company's Board of Directors.

Prior to joining MIND as Chief Business Officer, Ms. Sorokin held senior positions at IBM, focusing on sales, emerging technologies and business initiatives. She also held sales and business development positions at MIND from 2000 to 2011.

Ms. Monica Iancu, the Company’s founder, will step down as Interim CEO following the appointment of Orly Sorokin and will continue to serve as Chairperson of the Board of Directors.

Monica Iancu, Chair of the Board of Directors, commented: “We are pleased to announce Orly's appointment as Chief Executive Officer. Having worked with Orly over the years, I believe her experience, knowledge of the Company and understanding of our industry make her well suited to lead MIND in its next chapter.”

Orly Sorokin commented: “I appreciate the Board's confidence in appointing me as CEO. MIND has been an important part of my professional career, and I am pleased to have the opportunity to lead the Company. I look forward to taking on this responsibility and working with our team as we move ahead.”

Additional Information and Where to Find It
The merger referenced in this news release has not yet been completed and remains subject to the approval of MIND CTI shareholders and other customary closing conditions. This news 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 ordinary shares of MIND CTI or any other securities, nor a solicitation of any vote or approval. In connection with the proposed merger, MIND CTI will furnish to the U.S. Securities and Exchange Commission (the "SEC") a proxy statement on Form 6-K for the extraordinary general meeting of shareholders to be convened to approve the merger.

Shareholders of MIND CTI are advised to read the proxy statement (including the notice of the extraordinary general meeting of shareholders, and related documents), as it may be amended or supplemented from time to time, and any other relevant documents furnished to or filed with the SEC when they become available, before making any decision with respect to the merger because these documents will contain important information about the proposed transaction and the parties thereto.

MIND CTI's shareholders and other investors can obtain the proxy statement, as it may be amended or supplemented from time to time, and other documents furnished to or filed with the SEC by MIND CTI (when available), for free at the SEC's website at www.sec.gov. Copies of the documents furnished to or filed with the SEC by MIND CTI also will be available free of charge on MIND CTI's website at www.mindcti.com or by e-mail at investor@mindcti.com.

Cautionary Notice Regarding Forward-Looking Statements

This press release contains "forward-looking statements". Forward-looking statements relating to the acquisition of MIND CTI by Enghouse include, but are not limited to, the ability of MIND CTI and Enghouse to complete the transaction contemplated by the Merger Agreement, including the parties' ability to satisfy the conditions to the consummation of the merger set forth in the Merger Agreement, statements about the expected timing for completing the transaction, the ability to secure approval of MIND CTI’s shareholders, and the potential effects of the acquisition on both Enghouse and MIND CTI. 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 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. Various factors that could cause actual future results to differ materially from those expressed in forward-looking statements include, but are not limited to, risks associated with uncertainty as to whether the merger transaction will be completed, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, costs and potential litigation associated with the transaction, the failure to obtain shareholder approval, the failure of either party to meet the closing conditions set forth in the merger agreement, risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction, the distraction of management resulting from the proposed transaction, and the risk factors discussed by MIND CTI in its annual report on Form 20-F filed with the SEC for the year ended December 31, 2025, under headings such as "Risk Factors" and "Operating and Financial Review and Prospects." Except for MIND CTI's ongoing obligations to disclose material information under the federal securities laws, MIND CTI undertakes no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.

About MIND

MIND CTI Ltd. is a leading provider of convergent end-to-end billing and customer care product-based solutions for service providers, unified communications analytics as well as enterprise messaging solutions. MIND provides a complete range of billing applications for any business model (license, SaaS, managed service or complete outsourced billing service) for Wireless, Wireline, Cable, IP Services and Quad-play carriers. A global company, with over twenty-five years of experience in providing solutions to carriers and enterprises, MIND operates from offices in Israel, Romania, Germany and the United States.

For more information please contact:
Janice Kaye
MIND C.T.I. Ltd.
Tel: +972-4-993-6666
investor@mindcti.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much will MIND CTI shareholders receive in the Enghouse acquisition?

Each outstanding MIND CTI ordinary share will be exchanged for the right to receive US$1.30 in cash if the merger completes. The transaction has an approximately US$25.4 million equity value and a premium of approximately 42% over the preceding 30 trading days’ weighted average closing price of US$0.92.

When is the MIND CTI acquisition expected to close?

The acquisition is expected to close in the first quarter of 2027, subject to MIND CTI shareholder approval and other closing conditions. Enghouse’s obligation to complete the transaction has no financing condition.

What happens if MIND CTI receives another acquisition proposal?

MIND CTI may actively solicit alternative proposals until December 10, 2026 and may respond to unsolicited proposals at any time, subject to the merger agreement. Accepting a superior proposal would require a break-up fee payable to Enghouse. The company does not intend to disclose solicitation developments unless its board decides on an alternative proposal.

Where can MIND CTI shareholders find documents for the merger vote?

MIND CTI will furnish a proxy statement on Form 6-K for an extraordinary general meeting to approve the merger. When available, shareholders can obtain it free at www.sec.gov or www.mindcti.com, or by emailing investor@mindcti.com. Shareholders are advised to read the proxy statement and related documents before deciding on the merger.