Mr. Steve Sadler reports

ENGHOUSE SYSTEMS TO ACQUIRE MIND C.T.I. IN ALL-CASH TRANSACTION EXPANDING ITS TELECOM AND ENTERPRISE UC OFFERINGS

Enghouse Systems Ltd. has executed a merger agreement by which Enghouse will acquire Mind C.T.I. Ltd., a leading provider of business support systems (BSS) for telecommunications service providers, enterprise unified communications (UC) analytics and messaging solutions.

Under the terms of the agreement, which has been approved unanimously by the boards of directors of both companies, Enghouse will acquire all the outstanding shares of Mind C.T.I. for $1.30 (U.S.) per share in cash for a total equity value of approximately $25.4-million (U.S.). The purchase price of $1.30 (U.S.) per share represents a premium of approximately 42 per cent over the volume-weighted average closing price of 92 U.S. cents per share of Mind C.T.I. 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 C.T.I., following which Mind C.T.I. will become a wholly owned subsidiary of Enghouse and each outstanding Mind C.T.I. ordinary share will be exchanged for the right to receive $1.30 (U.S.) in cash. The merger is subject to the approval of Mind C.T.I. shareholders and certain customary and other closing conditions. There is no financing condition to the obligations of Enghouse to consummate the transaction. Under the merger agreement, Mind C.T.I. may solicit alternative proposals from third parties until Dec. 10, 2026. Under certain circumstances, including if Mind C.T.I. accepts a superior proposal, a break fee would be payable by Mind C.T.I. to Enghouse of $1-million (U.S.) in cash. The merger is expected to close in the first quarter of 2027.

The board of directors of Mind C.T.I. has unanimously approved the merger agreement and believes the acquisition is in the best interest of shareholders. Monica Iancu, the chief executive officer and largest shareholder of Mind C.T.I., has entered into a voting and support agreement with Enghouse, committing to vote all her Mind C.T.I. shares in favour of the merger.

Ms. Iancu, interim CEO of Mind C.T.I., commented: "The Mind C.T.I. 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."

Steve Sadler, chairman and CEO of Enghouse, said: "Mind C.T.I.'s billing and customer care, UC analytics and enterprise messaging solutions are complementary to our portfolio and expand our offering for telecommunications service providers and enterprise customers. We look forward to welcoming Mind C.T.I.'s customers, partners and employees to Enghouse."

About Mind C.T.I. Ltd.

Headquartered in Yoqneam, Israel, Mind C.T.I. is a leading provider of convergent end-to-end prepaid and postpaid billing and customer care solutions for service providers, UC analytics for enterprises, and enterprise messaging solutions. Mind C.T.I.'s billing and customer care solutions enable service providers to manage and monetize their services, while its UC analytics and enterprise messaging solutions help organizations gain visibility into, control and streamline their communications. The company serves customers globally, with a significant presence in Europe.

About Enghouse Systems Ltd.

Enghouse Systems is a Canadian publicly traded company that provides vertically focused enterprise software solutions focusing on contact centres, video communications, health care, telecommunications, public safety and the transit market. Enghouse has a two-pronged growth strategy that focuses on internal growth and acquisitions, which are financed through operating cash flows. The company has no external debt financing and is organized around two business segments: the interactive management group and the asset management group.

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 C.T.I. 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 C.T.I. or any other securities, nor a solicitation of any vote or approval. In connection with the proposed merger, Mind C.T.I. will furnish to the U.S. Securities and Exchange Commission a proxy statement on Form 6-K for the extraordinary general meeting of shareholders to be convened to approve the merger.

Shareholders of Mind C.T.I. 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 C.T.I.'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 C.T.I. (when available), free of charge at the SEC's website. Copies of the documents furnished to or filed with the SEC by Mind C.T.I. also will be available free of charge on Mind C.T.I.'s website or by e-mail at investor@mindcti.com.

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