Acquisition · Telecom software
NEC agrees to buy US telecom billing software maker CSG for $2.9 billion
- Buyer
- NEC (Tokyo)
- Target
- CSG Systems International, Colorado
- Value
- $2.9B (enterprise value)
- Status
- Completed May 14, 2026 (US time).
- Date
- 2025-10-29
NEC agreed to acquire Nasdaq-listed CSG Systems International for $80.70 a share in cash, a 17% premium, valuing the company at about $2.9 billion including debt. CSG sells billing, customer-engagement and payment software to telecom and broadband operators. It will be combined with NEC's Netcracker unit, which now leads the merged business.
Why it matters
The deal is NEC's largest overseas acquisition in years and brings a large North American base of recurring SaaS revenue. It also strengthens NEC's push to be a global supplier of telecom operations software alongside Netcracker.
The deal
The $80.70 price was 17.38% above CSG's close of $68.75 on October 28, 2025, the day before the announcement. According to CSG's proxy statement, NEC first offered $80.00 on October 26. CSG's board told its CEO to reject that and ask for a best and final offer, and NEC came back with $80.70 on October 28. The merger agreement was signed on October 29.
NEC said it would pay with cash on hand and new borrowing and did not plan to issue shares. It put the total deal at about ¥441.7 billion and expected the purchase to raise its non-GAAP earnings per share even before synergies. CSG would have owed NEC an $82 million termination fee to accept a superior proposal, and NEC faced a $135 million reverse fee, according to CSG's 10-Q.
Goldman Sachs was NEC's financial adviser and Freshfields its legal counsel. Jefferies and Simpson Thacher & Bartlett advised CSG.
About CSG
CSG reported 2024 revenue of about $1.197 billion, up from $1.169 billion in 2023. It had more than 5,800 employees and served customers in over 115 countries. Its filings say about 40% of revenue came from its two largest customers.
For NEC, the deal adds scale in a region where it is small. NEC's revenue from North and Latin America was ¥116 billion in the year to March 2025, a little over 3% of the group total. NEC said it wants the combined business, alongside its Europe-focused DGDF operations, to drive growth of its global software and services business from North America.
Approvals and timeline
CSG shareholders approved the merger at a special meeting on January 30, 2026, with about 23.5 million votes in favor and about 5,400 against. On May 7, 2026, the companies received written notice of clearance from CFIUS, the US national security review body for foreign investment. At closing, CSG repaid $125 million drawn under its credit agreement, while about $425 million of 3.875% convertible senior notes due 2028 stayed outstanding.
Sources
Kakehashi M&A News home
