Item 1.01 Entry Into a Material Definitive Agreement.

On December 17, 2022, Qumu Corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Enghouse Interactive, Inc., a Delaware corporation ("Parent") and Cosmos Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent, providing for the acquisition of the Company by Parent in an all-cash transaction, consisting of a tender offer (the "Offer") for all of the outstanding shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), followed by a subsequent merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent is a subsidiary of Enghouse Systems Limited (TSX: ENGH), a Canadian based software and services company founded in 1984 that serves a number of distinct vertical markets through its two business segments, each developing and selling enterprise-oriented applications software.

On December 19, 2022, the Company and Parent issued a joint press release announcing entry into the Merger Agreement. The full text of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The Company's board of directors has unanimously (i) determined that the Offer, the Merger and the other transactions contemplated by the Merger Agreement, are fair to and in the best interests of the Company and its shareholders, (ii) approved the Merger Agreement and the Offer, the Merger and the other transactions contemplated by the Merger Agreement and declared it advisable that the Company enter into the Merger Agreement and consummate the transactions contemplated thereby, and (iii) resolved, subject to the terms and conditions of the Merger Agreement, that the Company's shareholders tender their shares of Common Stock in the Offer.





Merger Agreement

The Merger Agreement provides that Parent will cause Merger Sub to commence, as promptly as practicable, but in no event later than 10 business days after the initial public announcement of the execution of the Merger Agreement, the Offer for all of the Company's outstanding shares of Common Stock at a purchase price of $0.90 per share in cash (the "Offer Price"), without interest, and subject to any required withholding taxes.

Subject to the terms and conditions of the Merger Agreement, the Offer will initially remain open for 20 business days from the date of commencement of the Offer. If, at the scheduled expiration time of the Offer, any of the conditions to the Offer have not been satisfied or waived, then Merger Sub will extend the Offer for one or more consecutive increments of at least 5 and up to 10 business days to permit the satisfaction of all Offer conditions, except that if the sole remaining unsatisfied Offer condition is the Minimum Condition (as defined below), Merger Sub will not be required to extend the Offer for more than one such additional increment, but may elect to do so in its sole discretion. In any event, Merger Sub will not be required to extend the Offer to a date later than March 24, 2023.

The obligation of Merger Sub to purchase shares of Common Stock tendered in the Offer is subject to customary closing conditions, including (1) shares of Common Stock 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 by Merger Sub, at least a majority of the then issued and outstanding shares of Common Stock (the "Minimum Condition"), (2) the absence of any law, injunction, judgment or other legal restraint that prohibits, or any instituted and pending legal proceeding by any governmental authority challenging or seeking to make illegal, delay materially or otherwise enjoin or prohibit, the consummation of the Offer or the Merger, (3) the accuracy of the Company's representations and warranties contained in the Merger Agreement (generally subject to qualifications as to materiality), (4) the Company's performance of its obligations under the Merger Agreement in all material respects, (5) the absence, since the date of the Merger Agreement, of any effect, change, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company or its ability to consummate the Merger, and (6) the Merger Agreement not having been terminated in accordance with its terms.





1

Subject to the terms and conditions of the Merger Agreement, the Merger will be effected pursuant to the procedure provided for by the Minnesota Business Corporation Act ("MBCA") without a meeting or vote of the Company's shareholders. The Merger will be effected as soon as practicable following the acceptance of shares representing at least the Minimum Condition validly tendered and not validly withdrawn pursuant to the Offer (the "Offer Acceptance Time").

At the effective time of the Merger (the "Effective Time"), each share of Common Stock issued and outstanding immediately before the Effective Time (other than shares (1) owned by the Company as treasury stock, (2) owned by Merger Sub, including any shares irrevocably accepted for purchase by Merger Sub in the Offer or (3) owned by any shareholder who is entitled to demand and properly demands the appraisal of such shares in accordance with, and in compliance in all respects with, the MBCA) will be automatically cancelled and converted into the right to receive the Offer Price (the "Merger Consideration"), without interest and subject to any required withholding taxes.

In addition, at the Effective Time:





  ? each outstanding Company stock option, whether or not then exercisable or
    vested, will be canceled and converted into the right to receive an amount in
    cash, without interest and subject to any required withholding taxes, equal to
    the excess, if any, of the Merger Consideration over the per share exercise
    price applicable to such Company stock option, multiplied by the total number
    of shares subject to such Company stock option,

  ? each outstanding award of restricted stock, restricted stock units and the
    earned portion of each performance stock unit award will be vested as of
    immediately before the Effective Time and will be canceled and converted into
    the right to receive an amount in cash, without interest and subject to any
    required withholding taxes, equal to the Merger Consideration, multiplied by
    the number of shares of Common Stock subject to such award, and

  ? the unearned portion of each outstanding performance stock unit award,
    including the portion of each outstanding performance stock unit award
    relating to a 2023 performance period, will be canceled.

The Merger Agreement contains representations, warranties, and covenants of the parties customary for a transaction of this nature, including an agreement that the parties will use reasonable best efforts to cause the Offer and the Merger to be consummated. The Company has also agreed (1) to operate its business in the ordinary course consistent with past practice in all material respects, (2) to certain other restrictions on its operations, as set forth more fully in the Merger Agreement and (3) not to solicit other proposals to acquire the Company or to participate in discussions or provide information in connection with other proposals to acquire the Company, subject to certain exceptions to permit the Board to comply with its fiduciary obligations.

Prior to the Offer Acceptance Time, the Board may (1) terminate the Merger Agreement to enter into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement), or (2) change its recommendation that the Company's shareholders accept the Offer and tender their Shares in the Offer in connection with an Intervening Event (as defined in the Merger Agreement), in each case subject to compliance with notice and other specified conditions, including giving Parent the opportunity to propose revisions to the terms of the Merger Agreement, and in the case of termination, upon payment of the termination fee discussed below.

The Merger Agreement contains certain termination rights for the Company and Parent. If the Merger Agreement is terminated because the Offer has expired at a time when the Minimum Condition has not been satisfied, the Company will be obligated to pay Parent $200,000 as expense reimbursement. Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $800,000 and may also be required to pay the expense reimbursement amount.





2

The representations, warranties and covenants of the Company contained in the Merger Agreement have been made solely for the benefit of Parent and Merger Sub. In addition, such representations, warranties and covenants (1) have been made only for purposes of the Merger Agreement, (2) have been qualified by (a) matters specifically disclosed in certain reports filed by the Company with the Securities and Exchange Commission (the "SEC") prior to the date of the Merger Agreement (subject to certain exceptions) and (b) confidential disclosures made to Parent and Merger Sub in the disclosure schedule delivered in connection with the Merger Agreement, (3) are subject to various materiality qualifications contained in the Merger Agreement, which may differ from what may be viewed as material by investors, (4) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement, and (5) have been . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


          Year

On December 17, 2022, the Board of Directors of the Company adopted amendments to the Amended and Restated Bylaws of the Company to add a new Article XII entitled "Exclusive Forum". The new Article XII provides that, unless the Company consents in writing to the selection of an alternative forum, Minnesota state and federal courts will be the exclusive forum for certain specified corporate law-based suits involving the Company.

The foregoing description of the amendments to the Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, a copy of the amendments effective December 17, 2022 which are attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






Exhibit No.   Description
2.1             Agreement and Plan of Merger dated as of December 17, 2022 by and
              among Enghouse Interactive, Inc., Cosmos Merger Sub, Inc., and Qumu
              Corporation.
3.1             Amendments effective December 17, 2022 to Amended and Restated
              Bylaws of Qumu Corporation.
99.1            Joint Press Release Issued December 19, 2022 by Qumu Corporation
              and Enghouse Interactive, Inc.
99.2            Tender and Support Agreement dated as of December 17, 2022 by and
              among Enghouse Interactive, Inc., Cosmos Merger Sub, Inc. and each
              of the persons set forth on Schedule A thereto.
104.1         Cover Page Interactive Data File (formatted as inline XBRL).




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