Telecom Lead America: Verint Systems has inked a
definitive merger agreement with Comverse Technology (CTI).
Under the terms of the merger agreement, Verint will
acquire CTI for about 27.5 million Verint common shares plus up to an
additional $25 million in Verint common shares.
The merger will take place over the completion of CTI’s
previously announced distribution of its telecom business.
Under this agreement, Verint will acquire all of CTI’s
other assets, other than its holdings in Verint, eliminating CTI’s majority
ownership in and control of Verint.
Dan Bodner, CEO and President of Verint said that the
company looks forward to becoming a non-controlled and independent public
CTI holds about 41.0 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.
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.
The completion of merger is subject to certain
conditions, including the completion of the Comverse Disposition, the filing by
Verint and effectiveness of a Form S-4 registration statement, and receipt of
the requisite approval of Verint and CTI shareholders.
Comverse appoints Thomas B Sabol as CFO
Recently, Comverse Technology appointed Thomas B Sabol as
chief financial officer of Comverse, a wholly-owned subsidiary of CTI.