Exhibit 99.1
Fairford Holdings Limited
March 7, 2013
Board of Directors of CTI Group Holdings Inc.
333 North Alabama St., Suite 240
Indianapolis, IN 46204
Gentlemen:
Fairford Holdings Limited, Michael J. Reinarts and John Birbeck (collectively, “Acquiror”) are pleased to submit this preliminary, non-binding indication of interest (the “Proposal”) to CTI Group (Holdings) Inc. (“CTI” or the “Company”) to acquire, directly or indirectly, 100% of the issued and outstanding capital stock of the Company, including 100% of the value of the outstanding options and any other securities (the “Transaction”).
| 1. | Purchase Price: We have preliminarily valued CTI at $0.29 per share, which implies a premium of 20.8% to the 30-day volume-weighted average price of $0.24. |
| 2. | Due Diligence Requirements: Our ongoing due diligence requirements will include, among other things, (i) more in-depth review and discussion of customer relationships, and (ii) customary legal, financial, tax, intellectual property, regulatory, and employee benefits due diligence. We look forward to working with CTI to develop a detailed due diligence plan that fully addresses our requirements while minimizing any disruption to CTI’s business. |
| 3. | Necessary Approvals: Any transaction of this size would require corporate approvals and potentially stockholder approval. |
| 4. | Financing: The Transaction would not be contingent on any financing conditions. |
This Proposal is not intended to create or constitute any legally binding obligation, liability or commitment by CTI or the Acquiror regarding a Transaction, andthere will be no legally binding agreement between us regarding a Transaction unless and until a definitive agreement is executed.
Our Proposal reflects our current understanding of CTI. We hope you find our Proposal acceptable and we look forward to moving expeditiously toward a successful Transaction. Please feel free to contact me with any questions or concerns.
Sincerely,
Fairford Holdings Limited
| By: | /s/ Bengt Dahl | |
| Name: Bengt Dahl | ||
| Director: Director | ||
| cc: | Michael J. Reinarts | |
| John Birbeck | ||
| Michael Leeds | ||
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