NEC Corporation – CSG Systems International

WA-90002

NEC Corporation (**NEC**) proposes to acquire the entire issued and outstanding share capital of CSG Systems International, Inc. (**CSG**) (the **Acquisition**). The Acquisition will be implemented by way of a reverse triangular merger pursuant to an Agreement and Plan of Merger between NEC, CSG and Canvas Transaction Company, Inc. This will involve CSG merging with NEC’s wholly-owned Delaware subsidiary (Canvas Transaction Company, Inc.) and then surviving the merger as a wholly owned subsidiary of NEC. NEC is a Japanese conglomerate listed on the Tokyo Stock Exchange and headquartered in Tokyo, Japan. NEC is mainly active in IT services, systems integration, and telecommunications infrastructure. Netcracker Technology Corporation (**Netcracker**) is a wholly owned subsidiary of NEC, headquartered in the United States, which provides cloud-based business support systems which support customer-facing operations and operations support systems which support the technical and operational aspects of telecommunications networks. CSG is headquartered in the United States and listed on the Nasdaq Stock Exchange. CSG is a Software-as-a-Service company that provides customer engagement and billing software to companies in various industries, including telecommunications.