{"url_path":"/sec/csgs/proxy/2026-01-08/000119312526006816","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-01-08","source_url":"https://www.sec.gov/Archives/edgar/data/1005757/0001193125-26-006816-index.html","accession_number":"0001193125-26-006816","cik":"0001005757","ticker":"CSGS","issuer_name":"CSG SYSTEMS INTERNATIONAL INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1005757/0001193125-26-006816-index.html","primary_entity_key":"0001005757","primary_entity_name":"CSG SYSTEMS INTERNATIONAL INC"},"word_count":1363,"has_tables":true,"body_markdown":"DEFA14A\n1\nd61987ddefa14a.htm\nDEFA14A\n\nDEFA14A\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities Exchange Act of 1934**\n\nFiled by the Registrant ☒\n\nFiled by a Party other\nthan the Registrant ☐\n\nCheck the appropriate box:\n\n☐\n\nPreliminary Proxy Statement\n\n****☐********\n\n**Confidential, for Use of the Commission Only (as permitted by Rule\n14a-6(e)(2))**\n\n☐\n\nDefinitive Proxy Statement\n\n☒\n\nDefinitive Additional Materials\n\n☐\n\nSoliciting Material under §240.14a-12\n\n**CSG SYSTEMS INTERNATIONAL, INC.**\n\n**(Name of Registrant as Specified In Its Charter)**\n\n**(Name of Person(s) Filing Proxy Statement, if other than the Registrant)**\n\nPayment of Filing Fee (Check the appropriate box):\n\n☒\n\nNo fee required.\n\n☐\n\nFee paid previously with preliminary materials.\n\n☐\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules\n14a-6(i)(1) and 0-11.\n\nThe following was sent by an authorized representative of CSG Systems International, Inc., a Delaware\ncorporation, to all of its employees.\n\n**NEC Acquisition Update**\n\n*****This message is being sent to all CSG employees.*****\n\nDear Fellow CSGers,\n\nHappy New Year! I hope you all had a\nrestful holiday.\n\nI want to update you that the waiting period for the merger under US antitrust laws expired last night. This means that our US antitrust\nreview process is now complete. This is a major milestone on our journey to closing, and we have filed a Form 8-K to disclose this development.\n\nThe\ntransaction closing remains subject to additional closing conditions, including** **the receipt of other required regulatory approvals as well as shareholder approval. As a reminder, a special shareholder meeting is scheduled for January 30,\nand all of you who are shareholders should have received the meeting materials.\n\nOn behalf of the CSG leadership team, thank you for getting 2026 off to a\ngreat start!\n\nRasmani\n\n**FORWARD-LOOKING\nSTATEMENTS**\n\nThe foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as\namended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include, but are not limited to, statements concerning the Company’s expectations, plans, intentions, strategies or\nprospects with respect to the proposed transaction. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”\n“expect,” “intend,” “may,” “plan,” “hope,” “hopeful,” “likely,” “may,” “optimistic,” “possible,” “potential,”\n“preliminary,” “project,” “should,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon\nmanagement’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the\ntiming of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: (i) the ability of the parties to complete the proposed transaction on the anticipated\nterms and timing, or at all, (ii) the satisfaction or waiver of other conditions to the completion of the proposed transaction, including obtaining required shareholder and regulatory approvals; (iii) the risk that the Company’s stock price\nmay fluctuate during the pendency of the proposed transaction and may decline if the proposed transaction is not completed; (iv) potential litigation relating to the proposed transaction that could be instituted against the Company or its directors,\nmanagers or officers, including the delay, expense or other effects of any outcomes related thereto; (v) the risk that disruptions from the proposed transaction will harm the Company’s business, including current plans and operations,\nincluding during the pendency of the proposed transaction; (vi) the ability of the Company to retain, motivate and hire key personnel; (vii) the diversion of management’s time and attention from ordinary course business operations to\ncompletion of the proposed transaction and integration matters; (viii) potential adverse reactions or changes to business relationships resulting from the pendency or completion of the proposed transaction; (ix) legislative, regulatory and\neconomic developments; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect the Company’s financial performance; (xi) certain restrictions\nduring the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to\nacts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (xiii) the possibility that the proposed transaction may be more expensive to complete than\nanticipated, including as a result of unexpected factors or events; (xiv) unexpected costs, liabilities or delays associated with the transaction; (xv) the response of competitors to the transaction; (xvi) the occurrence of any event, change or\nother circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee; (xvii) the ability to realize the anticipated benefits of the proposed transaction,\nincluding the expected synergies and cost saving; (xviii) the possibility that competing or superior acquisition proposals for the Company will be made; and (xix) other risks set forth under the heading “Risk Factors,” of the\nCompany’s Annual Report on Form 10-K for the year ended December 31, 2024 and in the Company’s subsequent filings with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future\nevents. Furthermore, such forward-looking statements speak only as of the date of this report. Actual results could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only\nas of the date hereof, and, except as required by law, the Company undertakes no obligation to update or revise these forward-looking statements.\n\n**ADDITIONAL INFORMATION AND WHERE TO FIND IT**\n\nThis communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or\napproval. This communication relates to a proposed acquisition of CSG Systems International, Inc. by NEC Corporation. In connection with this proposed acquisition, CSG Systems International, Inc. may file one or more proxy statements or\nother documents with the SEC. This communication is not a substitute for any proxy statement or other document that CSG Systems International, Inc. has filed or may file with the SEC in connection with the proposed transaction. INVESTORS\nAND SECURITY HOLDERS OF CSG SYSTEMS INTERNATIONAL, INC. ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT HAVE BEEN (OR MAY BE) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The\ndefinitive proxy statement has been mailed to stockholders of CSG Systems International, Inc. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by CSG Systems International, Inc. through\nthe website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by CSG Systems International, Inc. will be available free of charge on CSG Systems International, Inc.’s internet website at\nhttps://ir.csgi.com/investor-home/default.aspx or upon written request to: CSG Systems International, Inc., Investor Relations, 169 Inverness Dr W, Suite 300, Englewood, CO 80112 or by email to john.rea@csgi.com.\n\n**Participants in Solicitation**\n\nCSG Systems International,\nInc., its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of CSG\nSystems International, Inc. is set forth in the proxy statement filed with the SEC on December 16, 2025 and its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 1, 2025.\n\nAdditional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or\notherwise, is contained in the proxy statement relating to the proposed transaction and other relevant materials filed with the SEC. These documents can be obtained free of charge from the sources indicated above.\n\nCSG Systems International, Inc.\n\nInvestor Relations\n\n169 Inverness Dr\nW, Suite 300, Englewood, CO 80112\n\njohn.rea@csgi.com\n\nhttps://ir.csgi.com/investor-home/default.aspx\n\nThis email is being sent to employees of CSG."}