The Company has scheduled the 2012 Annual Meeting of Shareholders for June 28, 2012. It is Cadian Capital's understanding that the terms of six directors currently serving on the Board expire at the meeting.
Cadian Capital is an equity long/short hedge fund manager with a focus on the technology sector.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Cadian Capital Management, LLC, a
limited liability company ("Cadian Capital"), together with the other Participants (as defined below), intends to make a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and accompanying proxy card to be used to solicit proxies for the election of its slate of director nominees at the 2012 annual meeting of shareholders of Comverse Technology, Inc., a
corporation (the "Company").
CADIAN CAPITAL STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, MORROW & CO., LLC, TOLL-FREE AT (800) 662-5200 or (203) 658-9400.
The Participants in the proxy solicitation are anticipated to be Cadian Capital, Cadian Fund LP, a
limited partnership ("Cadian Fund"), Cadian Master Fund LP, a Cayman Island exempted limited partnership ("
"), Cadian GP, LLC, a
limited liability company ("Cadian GP"),
Richard N. Nottenburg
(collectively, the "Participants").
As of the date hereof, the Participants collectively own an aggregate of 4,226,158 shares of common stock of the Company, consisting of the following: (1) 1,674,463 shares owned directly by Cadian Fund, (2) 2,511,695 shares owned directly by
, and (3) 40,000 shares owned directly by Dr. Nottenburg. Cadian Management is the investment manager of Cadian Fund and
. Cadian GP is the general partner of Cadian Fund and
is the managing member of Cadian Management. Accordingly, each of Cadian Management, Cadian GP and
may be deemed to beneficially own the shares directly owned by Cadian Fund and
As members of a "group" for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, each of the Participants may be deemed to beneficially own the shares of common stock of the Company owned in the aggregate by the other Participants. Each of the Participants disclaims beneficial ownership of such shares of common stock except to the extent of his or its pecuniary interest therein.