Comverse Technology, Inc. and Cadian Capital Management Announce Agreement
NEW YORK, May 31, 2012 (GLOBE NEWSWIRE) — 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.
