Comverse Technology, Inc. (Nasdaq:CMVT) ("CTI"), today announced an
agreement with Cadian Capital Management, LLC regarding the
composition of the Boards of Directors of CTI, its majority-owned
subsidiary Verint Systems, Inc. ("Verint"), and its wholly-owned
subsidiary Comverse, Inc. ("CNS").
Cadian agreed to abandon its solicitation for the election of
its director nominees and vote in favor of CTI's director nominees
at CTI's upcoming Annual Meeting of Shareholders. Cadian also
agreed to vote in favor of the planned spin-off of CNS to CTI's
shareholders, provided the terms of the spin-off are fair and
reasonable to and in the best interests of CTI's shareholders, and,
if a merger between CTI and Verint to eliminate the holding company
structure is proposed on terms and conditions that are fair and
reasonable to, and in the best interests of, CTI's and Verint's
shareholders, to vote in favor of such merger.
CTI has agreed, immediately prior to the planned spin-off of CNS
but subject to fiduciary duties, to appoint a CNS Board of
Directors comprised of Steven Andrews, Susan Bowick, James Budge,
Charles Burdick, Doron Inbar, Philippe Tartavull and Mark Terrell.
If CTI announces its inability to complete the spin-off of CNS
prior to October 31, 2012, abandons the spin-off or the spin-off
has not occurred by October 31, 2012, CTI has agreed, subject to
fiduciary duties, to use its reasonable best efforts to cause
Messrs. Andrews, Budge and Inbar to be appointed to the CTI Board
and, thereafter, to cause Messrs. Robert Dubner, Augustus Oliver
and Theodore Schell to resign upon the earlier of the completion of
the spin-off or January 31, 2013.
In addition, CTI has agreed to use reasonable best efforts to
cause three nominees designated by Cadian and reasonably acceptable
to the CTI Board to replace Augustus Oliver, Theodore Schell and
Mark Terrell as nominees for election as directors at Verint's
upcoming Annual Meeting of Stockholders. Accordingly, CTI has
agreed to use its reasonable best efforts to cause Verint's Annual
Meeting, currently scheduled for June 15, 2012, to be postponed to
a date not later than July 2, 2012, to accommodate this change. If
this change does not occur at Verint's Annual Meeting, CTI has
agreed to use its reasonable best efforts to cause the change to
occur thereafter.
Additional terms, conditions and contingencies are outlined in a
Current Report on Form 8-K being filed by CTI today with the
Securities and Exchange Commission.
Charles Burdick, CTI's Chief Executive Officer and Chairman of
the Board, said, "We are pleased to reach an agreement that not
only avoids a costly and distracting solicitation process, but more
importantly, fulfills our commitment to good governance with the
Boards of CTI, CNS and Verint, that continue to be comprised of
highly qualified individuals focused on delivering superior
shareholder returns."
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.
Other important Information
In connection with CTI's upcoming annual meeting of
shareholders, a definitive proxy statement has been filed with the
SEC on May 18, 2012. BEFORE MAKING ANY VOTING
DECISION WITH RESPECT TO ANY MATTERS TO BE CONSIDERED AT THE ANNUAL
MEETING OF SHAREHOLDERS, CTI's SHAREHOLDERS AND INVESTORS ARE URGED
TO READ SUCH PROXY STATEMENT, AS SUCH PROXY STATEMENT MAY BE
SUPPLEMENTED OR AMENDED, AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE ANNUAL
MEETING OF SHAREHOLDERS. In connection with the previously
announced spin-off, a definitive proxy statement for CTI's
shareholders would need to be filed with the SEC and CTI would also
mail a final proxy statement to its shareholders. BEFORE MAKING ANY
VOTING DECISION WITH RESPECT TO SUCH SPIN-OFF, CTI's SHAREHOLDERS
AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS TO BE 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 relating to the annual meeting of shareholders and
the proxy statement relating to the proposed spin-off (if and when
available), as well as other relevant documents containing
important information about CTI, at the SEC's website
(http://www.sec.gov). 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 annual meeting of shareholders and the proposed spin‑off.
Information concerning the interests of CTI's participants in the
solicitation for (i) the annual meeting of shareholders is set
forth in the proxy statement relating to the upcoming annual
meeting of shareholders filed with the SEC on
May 18, 2012 and CTI's Annual Reports on the Form 10−K
previously filed with the SEC and (ii) the proposed spin‑off
in CTI's Annual Reports on the Form 10−K, previously filed
with the SEC and would be set forth in the proxy statement relating
to the spin-off 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, changes to the composition of the boards of directors of CTI,
Verint and CNS, 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 elect any nominees as directors to the boards
of directors of CTI, Verint and CNS; 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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