Comverse Technology, Inc. Announces Changes to the Verint Systems Board of Directors
19 Marzo 2012 - 1:00PM
Comverse Technology, Inc. ("CTI") (Nasdaq:CMVT), a global leader in
BSS, mobile Internet and value-added services, today announced that
three members of CTI's management have resigned from the Board of
Directors of Verint Systems Inc. ("Verint") (Nasdaq:VRNT), a
majority-owned subsidiary of CTI, and have been replaced on
Verint's Board by three members of CTI's Board of
Directors. The three former Verint directors are Charles
Burdick, Chairman of the Board and Chief Executive Officer of CTI,
John Bunyan, Senior Vice President, Strategy & Innovation of
CTI, and Paul D. Baker, Vice President, Corporate Marketing and
Corporate Communications of CTI. Their replacements are CTI
directors Augustus K. Oliver, Theodore Schell and Mark Terrell who
also serve as members of the Strategic Alternatives Committee of
CTI's Board. Mr. Oliver also has been appointed Chairman of
Verint's Board of Directors.
Mr. Burdick stated: "This change allows the management team
and myself to focus on the important tasks of managing the
operations, as we prepare for the previously announced spin-off of
Comverse Inc., our wholly-owned subsidiary."
Mr. Oliver, lead independent director of CTI, stated:
"With our plans to spin-off Comverse, Inc. later this year
continuing to progress, the focus of CTI is evolving to its sole
remaining significant asset, its control stake in Verint. This
greater strategic alignment between the boards of Verint and CTI is
part of a natural evolution as we work to explore all options to
maximize the value of CTI's equity interest in Verint for the
benefit of the shareholders of both companies. In that regard, the
Board of CTI intends to continue to work with its financial
advisors, Goldman Sachs & Co. and Rothschild Inc., to
accomplish the best possible outcome for the shareholders of CTI as
it proceeds to unwind the holding company structure and implement
the spin-off of Comverse Inc."
The distribution of shares of Comverse Inc. to effect the
spin-off is subject to a number of conditions, including final
approval of the transaction by CTI's Board of Directors, filing
with, and the completion of a review process by, the Securities and
Exchange Commission, the approval of the CTI shareholders and final
approval of certain material agreements by the board of each of CTI
and Comverse. The distribution may also be conditioned upon receipt
of a favorable ruling from the Internal Revenue Service regarding
tax aspects of the distribution.
Upon completion of the distribution of Comverse shares and prior
to the effect of any transaction that would eliminate the CTI
holding company structure, CTI shareholders at the time of the
distribution would continue to hold their equity in CTI as well as
own 100% of the equity of Comverse.
About Comverse Technology, Inc.
CTI, through its wholly-owned subsidiary Comverse, Inc., is the
world's leading provider of software and systems enabling converged
billing and active customer management and value-added voice,
messaging and mobile Internet services. Comverse, Inc.'s
extensive customer base spans more than 125 countries and covers
over 450 communication service providers serving more than two
billion subscribers. CTI also holds majority ownership positions in
Verint (Nasdaq:VRNT) and privately-held Starhome B.V.
Other important Information
In connection with the proposed distribution, a definitive proxy
statement for CTI's shareholders would need to be filed with the
SEC. CTI would also mail the final proxy statement to its
shareholders. BEFORE MAKING ANY VOTING DECISION, CTI's SHAREHOLDERS
AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WOULD CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED DISTRIBUTION. Investors and security
holders can obtain, without charge, a copy of the proxy statement,
as well as other relevant documents containing important
information about CTI at the SEC's website (http://www.sec.gov)
once, and if, such documents are filed with the SEC. You may also
read and copy any reports, statements and other information filed
by CTI at the SEC public reference room at 100 F. Street, N.E.
Washington D.C 20549. Please call the SEC at 1-800-SEC-0330 for
further information.
CTI and its directors, executive officers and other members of
its management and employees may be deemed to be participants in
the solicitation of proxies from its shareholders in connection
with the proposed distribution. Information concerning the
interests of CTI's participants in the solicitation is set forth in
CTI's proxy statements and Annual Reports on the Form 10-K,
previously filed with the SEC, and would be set forth in the proxy
statement relating to the distribution if and when it becomes
available.
Forward Looking Statements
This press release contains a number of forward-looking
statements. Words, and variations of words such as "expect",
"intend", "will", "anticipate", "believe", "propose" and similar
expressions are intended to identify forward-looking
statements. Examples of forward-looking statements include,
but are not limited to, CTI's intent to distribute its Comverse
shares to CTI shareholders, CTI's intent to explore the elimination
of its holding company structure, and the timing of the foregoing
actions. The forward-looking statements in this press release
are based on current expectations and assumptions that are subject
to risks and uncertainties, many of which are outside of CTI's
control, and could cause results to materially differ from
expectations. Such risks and uncertainties, include, but are
not limited to: failure to satisfy any of the conditions to
the proposed distribution, including obtaining the required
shareholder vote; adverse effects on the market price of CTI's or
Verint's common stock and on CTI's operating results because of a
failure to complete the proposed distribution; failure to realize
the expected benefits of the proposed distribution; negative
effects of announcement or consummation of the proposed
distribution or strategic alternatives on the market price of CTI's
or Verint's common stock; significant transaction costs and/or
unknown liabilities; general economic and business conditions that
affect CTI and its assets in connection with CTI's announced
intentions; unanticipated expenses such as litigation or legal
settlement expenses; tax law changes; the impact of CTI's announced
intentions on CTI's employees, customers and suppliers; future
opportunities that CTI's board may determine present greater
potential to increase shareholder value; and the ability of the
companies to operate independently following the
distribution. Actual results could differ materially.
For further information regarding risks and uncertainties
associated with CTI's businesses, please also see the risks
described in the section entitled "Forward-Looking Statements",
Item 1A, "Risk Factors" and elsewhere in CTI's Annual Report on
Form 10-K for the fiscal year ended January 31, 2011 filed with the
SEC on May 31, 2011 or in subsequently filed periodic,
current or other reports. CTI undertakes no commitment to
update or revise forward-looking statements except as required by
law.
CONTACT: Paul D. Baker
Comverse Technology, Inc.
paul.baker@cmvt.com
(212) 739-1060
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