Spok’s Board of Directors Unanimously Rejects B. Riley’s Unsolicited Proposal

Opportunistically Timed Proposal Substantially Undervalues Spok

Board Determines That Now Is Not the Right Time to Pursue Strategic Alternatives Process

SPRINGFIELD, Va. (March 24, 2020)–(BUSINESS WIRE)–Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced that its Board of Directors, after consultation with its financial and legal advisors, unanimously determined that the unsolicited and non-binding proposal from B. Riley Financial, Inc. (NASDAQ: RILY) to acquire Spok for $12 per share in cash substantially undervalues Spok, and that pursuing this transaction at this time was not in the best interest of the Company and its shareholders.

“The Board of Directors is confident in Spok’s strategic direction and executive leadership, even as the capital markets and our healthcare customers are experiencing historic dislocations due to the COVID-19 national emergency,” said Royce G. Yudkoff, Chairman of the Spok Board. “We have determined that this unsolicited, conditional and incomplete proposal from B. Riley grossly undervalues Spok. Now is not the time for Spok to pursue a sale or strategic transaction with B. Riley, given the disruptions to the debt and equity markets, strict restrictions on travel and the inability to conduct meaningful due diligence on any proposed transaction, and the significant distractions affecting private equity and potential strategic counterparties due to COVID-19, as well as the very recent launch of Spok Go® and its broad market potential for critical in-hospital communications at a time when the nation’s health care system is under extraordinary stress.”

Notwithstanding these manifest considerations, the Spok Board of Directors will carefully and seriously evaluate any good faith proposals from financially capable parties that fairly values Spok and the potential for stockholder value represented by the Company’s long-term investment in its enterprise, cloud-based Spok Go platform.

About Spok

Spok, Inc., a wholly owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Plano, Texas, is proud to be a global leader in healthcare communications. We deliver clinical information to care teams when and where it matters most to improve patient outcomes. Top hospitals rely on the Spok Care Connect® platform to enhance workflows for clinicians and support administrative compliance. Our customers send over 70 million messages each month through their Spok® solutions. Spok enables smarter, faster clinical communication.

Spok is a trademark of Spok Holdings, Inc. Spok Mobile and Spok Care Connect are trademarks of Spok, Inc.

Safe Harbor Statement under the Private Securities Litigation Reform Act:

Statements contained herein or in prior press releases which are not historical fact, such as statements regarding Spok’s future operating and financial performance, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause Spok’s actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, our ability to manage wireless network rationalization to lower our costs without causing disruption of service to our customers; our ability to retain key management personnel and to attract and retain talent within the organization; the productivity of our sales organization and our ability to deliver effective customer support; our ability to identify potential acquisitions, consummate and successfully integrate such acquisitions, and achieve the expected benefits of such acquisitions; risks related to the COVID-19 pandemic; economic conditions such as recessionary economic cycles, higher interest rates, inflation and higher levels of unemployment; competition for our services and products from new technologies or those offered and/or developed from firms that are substantially larger and have much greater financial and human capital resources; continuing decline in the number of paging units we have in service with customers, commensurate with a continuing decline in our wireless revenue; our ability to address changing market conditions with new or revised software solutions; undetected defects, bugs, or security vulnerabilities in our products; our dependence on the U.S. healthcare industry; the sales cycle of our software solutions and services can run from six to eighteen months, making it difficult to plan for and meet our sales objectives and bookings on a steady basis quarter-to-quarter and year-to-year; our reliance on third-party vendors to supply us with wireless paging equipment; our ability to maintain successful relationships with our channel partners; our ability to protect our rights in intellectual property that we own and develop and the potential for litigation claiming intellectual property infringement by us; our use of open source software, third-party software and other intellectual property; the reliability of our networks and servers and our ability to prevent cyber-attacks and other security issues and disruptions; unauthorized breaches or failures in cybersecurity measures adopted by us and/or included in our products and services; our ability to realize the benefits associated with our deferred income tax assets; future impairments of our long-lived assets, amortizable intangible assets or goodwill; risks related to data privacy and protection-related laws and regulation; and our ability to manage changes related to regulation, including laws and regulations affecting hospitals and the healthcare industry generally, as well as other risks described from time to time in our periodic reports and other filings with the Securities and Exchange Commission. Although Spok believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Spok disclaims any intent or obligation to update any forward-looking statements.

Spok’s Board of Directors Unanimously Rejects B. Riley’s Unsolicited Proposal

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About Spok

Safe Harbor Statement under the Private Securities Litigation Reform Act:

Media Inquiries

Contact info

About Spok

Careers