The assets include the software company's customer acquisition and network services division, as well as its CVML and Loyalty Business.
Evolving Systems said it will receive $37.5 million of the base price in cash, whereas the remaining $2.5 million will be placed in escrow as security for the company's indemnification obligations.
The proposed deal includes a "go-shop" period expiring on Nov. 15.
Shares of Evolving Systems jumped more than 20% in recent pre-bell trading on Monday.