Enghouse Systems Limited (TSX:ENGH), Enghouse (Netherlands) Holding B.V., Enghouse Holdings (Uk) Limited and Enghouse Interactive Inc. entered into a definitive agreement to acquire MediaSite K.K. and Sonic Foundry International B.V. and Assets of MediaSite business from Sonic Foundry, Inc. (OTCPK:SOFO) and Sonic Foundry Media Systems, Inc. for $15.5 million on January 2, 2024. As consideration for the Mediasite Asset Sale, the Buyer has agreed to pay the Sellers $14.5 million in cash at closing, subject to adjustment as set forth in the Purchase Agreement, and pay the Sellers a holdback amount of $1.0 million on the one year anniversary of closing to the extent such amount is not reduced by purchase price adjustments or indemnity or other claims under the Purchase Agreement. If the Sellers or the Buyer terminate the Purchase Agreement under specified circumstances, the Sellers will be obligated to pay the Buyer a termination fee of $450,000. The Purchase Agreement also provides that if the Buyer terminates the Purchase Agreement due to the Company's failure to obtain the required approval of its stockholders, the Company will be obligated to pay the Buyer a termination fee of $100,000. As of December 31, 2023 from Sonic Foundry, Inc reported revenue of $22.1 million, adjusted EBITA loss of $10.3 million and total net loss of $19.3 million. Closing of the transaction is subject to approval by Sonic Foundry shareholders and certain customary closing conditions. Sonic Foundry's board of directors has approved the transaction. The transaction is expected to be completed during the first quarter of 2024. Benjamin G. Lombard of Reinhart Boerner Van Deuren s.c. acted as legal advisor to Sonic Foundry, Inc. Ian M. Hazlett acted as legal advisor to Enghouse Systems Limited. Ian M. Hazlett of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Enghouse Systems Limited.

Enghouse Systems Limited (TSX:ENGH), Enghouse (Netherlands) Holding B.V., Enghouse Holdings (Uk) Limited and Enghouse Interactive Inc. completed the acquisition of MediaSite K.K. and Sonic Foundry International B.V. and Assets of MediaSite business from Sonic Foundry, Inc. (OTCPK:SOFO) and Sonic Foundry Media Systems, Inc. on February 9, 2024.