Verint Signs Agreement to Acquire Comverse Technology (8/13/12)
Verint Systems signed a definitive merger agreement with Comverse Technology Inc. (CTI). Following the completion of CTI’s previously announced distribution of its telecom business and substantially all of its other assets, other than its holdings in Verint, to its shareholders, Verint will acquire CTI, eliminating CTI’s majority ownership in and control of Verint.
CTI currently holds about 41 percent of Verint’s outstanding common shares and all of Verint’s outstanding convertible preferred shares, which if converted, would result in CTI holding approximately 53.7 percent of Verint’s basic outstanding common shares.
“We look forward to becoming a non-controlled and independent public company,” said Dan Bodner, CEO and president. “Clarifying our ownership structure is a significant positive for Verint as we continue to focus on increasing shareholder value.”
Under the terms of the agreement, Verint will acquire CTI for about 27.5 million Verint common shares — a number equal to CTI’s ownership on an as converted basis at the expected time of transaction closing — plus up to an additional $25 million in Verint common shares with the final additional amount dependent on the timing of CTI’s distribution or other disposition of substantially all of its non-Verint assets. The maximum additional amount of $25 million is equivalent to about two years of dividends that CTI would otherwise have been entitled to receive if the convertible preferred shares had remained outstanding.
“The elimination of the convertible preferred stock and dividend will simplify Verint’s capital structure and the distribution of Verint’s shares directly to CTI’s shareholders will significantly increase Verint’s public float and liquidity for investors,” Bodner said.
Verint's board of directors approved the agreement, and the transactions contemplated thereby and recommended that Verint's stockholders vote to approve the agreement and the transactions.
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