MIND C.T.I. Ltd. (NASDAQ:MNDO) announced an agreement to be acquired by Enghouse Systems Ltd. (TSX:ENGH) in an all-cash transaction valued at approximately $25.4 million. The company also reported third-quarter 2026 financial results and appointed Orly Sorokin as its new Chief Executive Officer.
Under the merger agreement, Enghouse will acquire all outstanding MIND CTI shares for $1.30 each, representing a premium of approximately 42% to the company’s 30-day weighted average closing price of $0.92.
Acquisition Expected to Close in Q1 2027
The transaction has received unanimous approval from both companies’ boards and is expected to close during the first quarter of 2027, subject to MIND CTI shareholder approval and customary closing conditions.
MIND CTI may solicit alternative acquisition proposals until December 10, 2026, and can consider unsolicited offers under the merger agreement’s provisions.
Monica Iancu, MIND CTI’s Interim CEO, commented:
“Given our size and the increasing costs and burdens associated with being a public company, we see limited benefit in remaining public.”
The agreement does not include a financing condition for Enghouse.
Q3 Revenue Declines as Goodwill Impairment Affects Earnings
MIND CTI reported third-quarter revenue of $4.4 million, compared with $4.8 million in the corresponding period of 2025.
The company recorded an operating loss of $2.8 million, compared with operating income of $0.6 million a year earlier, reflecting a $3.8 million non-cash goodwill impairment charge associated with its billing segment.
Net loss totalled $2.9 million, or $0.15 per share, compared with net income of $0.7 million, or $0.03 per share, in the prior-year quarter.
Operating cash flow declined to $0.7 million from $1.2 million, while cash holdings stood at $13.7 million at September 30.
For the first nine months of 2026, revenue decreased to $14.1 million from $14.6 million, with a net loss of $1.2 million compared with net income of $1.7 million.
Orly Sorokin Appointed Chief Executive Officer
MIND CTI appointed Orly Sorokin as Chief Executive Officer, effective November 17, 2026.
Sorokin has served as Chief Business Officer since August and previously held senior positions at IBM, alongside earlier sales and business development roles at MIND CTI.
Company founder Monica Iancu will step down as Interim CEO but remain Chairperson of the Board.
Separately, MIND CTI confirmed that its share repurchase programme was suspended on September 22. By September 30, the company had repurchased approximately 1.04 million shares for $1.11 million.
The proposed acquisition remains subject to shareholder approval and other closing requirements.