Comverse Technology, Inc. (Nasdaq:CMVT) ("CTI"), today announced
that, effective May 21, 2012, Philippe Tartavull, the former
President and Chief Executive Officer of Hypercom Corporation, will
become President and Chief Executive Officer and a member of the
Board of CTI's wholly-owned subsidiary Comverse Inc. ("CNS"), a
global leader in BSS, mobile internet and value-added services. As
previously announced, CTI plans to spin off CNS as an independent
public company in a transaction that is expected to become
effective in September or October of this year.
"Philippe Tartavull is an outstanding leader with a long track
record of achieving strong growth, profitability and shareholder
value for global technology companies. Philippe has a broad range
of expertise in management, sales, marketing, engineering and
product development within the global technology and
telecommunications arenas, and he is the right leader to bring
growth and operational excellence to CNS," said Mr. Burdick, CTI's
Chief Executive Officer and Chairman of the Board. "Philippe has
consistently delivered superior operating performance and product
innovation throughout his career, always with a focus on serving
customers with the highest quality solutions. We are confident
Philippe will guide CNS to a successful future, and that our
customers, employees, investors and partners will all benefit from
his leadership. On behalf of CTI's Board of Directors, I
welcome Philippe, and I personally look forward to working closely
with him."
"I am excited to join CNS, a company with an outstanding
reputation for technology leadership, innovation, and a focus on
customer success. CNS' strong product portfolio, global
customer base and exceptional engineering and customer service
presents new opportunities for growth in the areas of business
support solutions (BSS), value-added services (VAS), and mobile
Internet," said Mr. Tartavull.
As Chairman and CEO of CTI, Charles Burdick will assist Mr.
Tartavull as he takes on his new role, providing continuity to
customers, employees and other stakeholders of CNS as needed while
focusing on dissolving the holding company, including managing the
spin-off of CNS and resolution of CTI's controlling ownership
interest in Verint.
About Philippe Tartavull
Mr. Tartavull has more than 20 years of experience leading
global technology companies.
From 2007 to 2011, he served as President and Chief Executive
Officer of Hypercom, a publicly-traded global leader in high
security, end-to-end electronic payment products and
services. Hypercom's solutions address the electronic
transaction needs of financial institutions, processors, retailers,
and various payment verticals including mobile
payment. Hypercom solutions enable businesses in more than 100
countries to securely expand their revenues and
profits. Hypercom was acquired by Verifone in 2011.
From 1998 to 2007, Mr. Tartavull served as President of Oberthur
Card Systems USA, following a year as that company's chief
operating officer. Oberthur is one of the world's leading
providers of card-based solutions including SIM (Subscriber
Identity Module) and multi-application smart cards as well as
related software, applications and services. The company
targets the mobile communications, payment, identification, transit
and multimedia markets, with customers that include the top US
financial institutions, major telecommunications network operators
and healthcare providers, and the US government.
From 1988 to 1998, he served as President and Chief Executive
Officer of Thales/Syseca Inc., a provider of systems integration
services and mission critical software for the transportation and
utilities industries.
His previous positions included Vice President of Sales and
Marketing for Syseca SA, Europe and North America, and managerial
positions with Compagnie Internationale Des Services Informatiques
(CISI), Baker International and European Management Oil & Gas
Investment.
Mt. Tartavull earned an MBA from the Institut d'Administration
des Enterprises, Sorbonne University, an MS in Engineering from
Ecole Nationale Superieure des Petroles et de Moteurs, and a BS in
Engineering from the Centre d'Etudes Superieures des Techniques
Industrielles, all in Paris, France. He is also a graduate of
the Executive Program at the UCLA Anderson School of
Management.
Spin-Off of CNS
The spin-off of CNS is subject to a number of conditions,
including final approval of the transaction by CTI's Board of
Directors, filings with, and the completion of a review process by,
the Securities and Exchange Commission, the approval of CTI
shareholders and final approval of certain material agreements by
the boards of each of CTI and CNS.
Upon completion of the proposed spin-off and prior to the effect
of any transaction that would eliminate the CTI holding company
structure, current CTI shareholders would continue to hold their
equity in CTI as well as own 100% of the equity of
CNS.
About Comverse Technology, Inc.
CTI, through its wholly-owned subsidiary CNS, 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. CNS' 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.
Information concerning Participants in CTI's
Solicitations of Proxies
Certain information concerning participants and potential
participants in CTI's solicitations of proxies from its
shareholders in connection with CTI's annual meeting of
shareholders and special meeting of shareholders in connection with
the previously announced spin-off of Comverse, Inc. is set forth on
Exhibit 99.2 to the Form 8‑K filed by CTI with the U.S. Securities
and Exchange Commission ("SEC") on April 30, 2012 and incorporated
herein by reference.
Other Important
Information
In connection with the annual meeting of shareholders and the
previously announced spin-off of CNS, definitive proxy statements
for CTI's shareholders will need to be filed with the SEC. CTI will
also mail the final proxy statements to its shareholders. BEFORE
MAKING ANY VOTING DECISION, CTI's SHAREHOLDERS AND INVESTORS ARE
URGED TO READ THE PROXY STATEMENTS AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL
MEETING AND THE PROPOSED DISTRIBUTION. Investors and security
holders can obtain, without charge, a copy of the proxy statements,
as well as other relevant documents containing important
information about CTI at the SEC's website (http://www.sec.gov)
once 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.
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 CNS 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, 2012 filed with the SEC on April 2,
2012 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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