News Release

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.