Netcracker Technology Corporation has entered into a definitive agreement to acquire CSG Systems International, Inc. (NasdaqGS:CSGS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and other investors for $2.4 billion on October 29, 2025. NEC will acquire CSG at a price of $80.70 per share in cash, for a total enterprise value of approximately $2.9 billion, or approximately 440 billion yen, including debt. The operation will be financed by available cash and new borrowings. In the event of termination of the merger agreement by CSG Systems, it will have to pay a termination fee of $82 million to NEC Corporation; If NEC Corporation terminates the agreement, it will be liable for compensation of approximately $140 million.
Andrew Feinberg a été nommé Président-Directeur Général de la nouvelle entité fusionnée.
The transaction was expected to close during calendar year 2026, subject to customary closing conditions, including CSG shareholder approval, receipt of regulatory approvals, expiration or early lifting of the statutory waiting period Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as the endorsement of certain antitrust authorities, foreign investment regimes and remittance laws. The agreement was unanimously approved by the boards of directors of both companies. The HSR timeout expired on January 5, 2026 at 11:59 p.m. Eastern Time. On January 30, 2026, the shareholders of CSG Systems International approved the transaction. On May 7, 2026, CSG Systems International and NEC Corporation received written notice of clearance from the Committee on Foreign Investment in the United States (CFIUS), confirming that all regulatory approvals necessary for the merger had been obtained.
Goldman Sachs acted as financial advisor, while Denny Kwon, Steven Y. Li, Gordon Palmquist, Noah Carr, Justin Stewart-Teitelbaum, Kevin Yingling and Kaori Yamada of Freshfields, present in the United States and Japan, served as legal advisors. FGS Global provided strategic communications consulting for NEC. Jefferies acted as financial advisor and provided the fairness opinion. Anthony Vernace, Frederick de Albuquerque, Julie Siegel, Jeannine McSweeney, Jana Hymowitz, Eliza Murray, Karen Kelley, Andrew Purcell, Caroline Geiger, Sunny Cheong, Kenneth Wallach, Krista McManus, Michael Ratay, Brian Steinhardt, Nathan Utterback and Jonathan Lindabury of Simpson Thacher & Bartlett LLP served as legal advisors, and Joele Frank, Wilkinson Brimmer Katcher provided communications strategy of CSG. Innisfree M&A Incorporated acted as proxy solicitation agent for CSG. CSG agreed to pay Jefferies aggregate fees of approximately $37 million for its financial advisory services, of which $1.5 million became due upon delivery of Jefferies’ advice.
Netcracker Technology Corporation a finalisé l’acquisition de CSG Systems International, Inc. (NasdaqGS:CSGS) auprès de BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. et d’autres actionnaires le 14 mai 2026.
