Business plan

Spok Announces New Strategic Business Plan

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ALEXANDRIA, Virginia–(BUSINESS WIRE)–The Board of Directors (the “Board”) of Spok Holdings, Inc. (NASDAQ: SPOK) (“Spok” or the “Company”), a global leader in healthcare communications, announced today a new strategic business plan prioritizing maximizing free cash flow and returning capital to shareholders.

Highlights of the new strategic business plan:

  • Spok will maximize revenue and cash generation from its established lines of business: Spok Care Connect Suite including Spok Mobile and Wireless Services. The Company has an excellent track record of revenue generation in these lines of business and enjoys a leading position in the market. Spok plans to make targeted investments in these important and valuable franchises to continue its long-standing relationships with the nation’s leading healthcare providers.

  • The Company will discontinue Spok Go® and intends to eliminate all associated costs.

  • Spok will expand its already disciplined expense management by streamlining its management structure, streamlining external costs, reducing capital expenditures (Capex) and consolidating offices.

Giving priority to the return of capital to shareholders:

  • Effective immediately, Spok is increasing its regular quarterly dividend by 150%, from $0.125 per share to $0.3125 per share, and intends to maintain this dividend for the foreseeable future, resulting in an annual dividend aggregate of $1.25 per share. The Company will continuously evaluate its capital allocation strategy and may consider increasing its quarterly dividend in the future.

  • The board also authorized a stock buyback program of up to $10 million of the company’s common stock. This authorization allows the Company to return additional capital to shareholders by opportunistically buying back Company shares. Spok will continue to evaluate this as it transitions into its strategic pivot throughout 2022.

“After extensive analysis by our Board of Directors, our management team and our advisors, we are confident that this strategic shift will create significant value for shareholders while allowing Spok to continue to provide essential communication services to customers. of the healthcare industry,” said Vincent D. Kelly, President and CEO. Chief Executive Officer of Spok Holdings, Inc. “While shutting down Spok Go was a tough decision, ultimately the ongoing challenge of the COVID-19 pandemic made the platform untenable to gain enough traction with customers or for our business to continue to operate with our current level of costs and personnel. It is important to note that we have extensive experience in operating our established communication solutions and in maximizing revenue and the cash generation that comes with it. We think that’s the best way forward for Spok right now.

Strategic Review Update

The review of strategic alternatives previously announced by Spok is still ongoing. Although this process has not yet resulted in a transaction, the Board remains open to all potential alternatives to maximize value. The board and its advisors continue to engage with potential acquirers regarding a sale of the company, including Acacia Research Corporation regarding its offer to acquire the company. There is no guarantee that the strategic alternatives review process will result in a transaction or the sale of all or part of the Company.

“Spok’s Board of Directors is dedicated to maximizing value for all of our shareholders,” said Royce Yudkoff, Chairman of Spok’s Board of Directors. “As we made clear when we launched our review of alternatives, our goal is to ensure that we have a comprehensive process in place to allow all interested parties to participate fully and fairly and to allow the board to take a informed decision regarding actionable transactions. We remain focused on delivering an outcome that is in the best interest of all Spok shareholders.

Dividend and share buyback program

On February 16, 2022, the board declared a dividend of $0.3125 per share payable March 30, 2022 to shareholders of record March 16, 2022. If declared and paid as scheduled, the annual aggregate dividend in 2022 would be $1 $.25 per share. The declaration and payment of future dividends is subject to the discretion of the Board and will depend on financial and legal requirements and other considerations.

Under the $10 million buyback program, buybacks may be made from time to time using various methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules. of the Securities and Exchange Commission and other applicable laws. conditions. The precise timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, legal requirements and other considerations. The buyback program does not obligate Spok to acquire any particular amount of common stock, and the buyback program may be suspended or terminated at any time at Spok’s discretion.

RBC Capital Markets is acting as financial advisor and Latham & Watkins LLP is acting as legal advisor to Spok.

A conference call will be held today, February 17, 2022, at 8:30 a.m. EST to discuss Spok’s new strategic business plan and fourth quarter and full year 2021 results.

Conference call calls

Participant / Guest (free of charge):

877-407-0890

Participant / Guest (International):

201-389-0918

Webcast links:

live link (after the event, the OnDemand version will also be available under this URL):

https://www.webcast-eqs.com/spok02172022_en/en

About Spoke

Spok, Inc., a wholly-owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Alexandria, Virginia, is proud to be a global leader in healthcare communications . We provide clinical insights to care teams when and where it matters most to improve patient outcomes. Top hospitals rely on Spok Care Connect® platforms to improve clinician workflows and support administrative compliance. Our customers send over 100 million messages every month through their Spok® solutions. When seconds count and patients’ lives are at stake, Spok enables smarter, faster clinical communication. For more information, visit spok.com or follow @spoktweets on Twitter.

Spok is a trademark of Spok Holdings, Inc. Spok Go 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 that are not historical facts, such as statements regarding Spok’s future operating and financial performance, future dividend payments, and the outcome of consideration of alternatives company strategic statements, 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 any 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, risks associated with Spok’s new strategic business plan, including its ability to maximize revenue and generate cash flow from its established businesses and return capital to shareholders, risks related to the COVID-19 pandemic and its effects on our business and the economy, other economic conditions such as economic cycles of recession, interest rates, inflation and higher levels of unemployment, declining demand for paging products and services, continued demand for our software products and services, our reliance on industry American Healthcare, our ability to develop additional software solutions for our customers and to manage our development as a global organization, the ability to manage operating expenses ion, in particular third-party consulting services and research and development costs, costs future capital requirements, competitive pricing pressures, competition from legacy paging services, other wireless communications services and other software vendors, many of which are much larger and have significantly greater financial and human resources, changes in customer purchasing priorities or capital expenditures, government regulation of our products and services, and healthcare and health insurance industries, reliance on third-party vendors for certain equipment and services, unauthorized breaches or failures of cybersecurity measures we have adopted and/or included in our products and services, the effects changes in accounting policies or practices, our ability to realize the benefits associated with our deferred tax assets, future impairments of our long-lived assets, amortizable intangible assets and goodwill, the effects of our time-limited shareholder rights plan and the outcome of Spok’s review of strategic alternatives, as well as as other risks described from time to time in our periodic reports and other filings with the Securities and Exchange Commission. Although Spok believes that the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. Spok disclaims any intention or obligation to update any forward-looking statements.

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