We also wish to note that none of the directors we have nominated have any ties to Cadian Capital, other than with respect to our having nominated them to serve as directors of the Company. We have gotten to know these proposed directors over the past several months as we became increasingly disillusioned with the current Board's performance and sought new qualified leadership.
It is ultimately in the best interests of shareholders to avoid a disruption and expense of a protracted proxy fight. Therefore, we urge the Board to engage in discussions with us regarding the composition of the Board in hopes of ultimately reaching a mutually agreeable resolution that will serve the best interests of all shareholders.
Managing MemberCadian Capital Management, LLC
Biographies of Cadian Capital Nominees
, age 54, has been an independent Technology, Media & Telecommunications advisor and investor at AbbeyBarn Communications Limited since
and in such capacity has served as the Chairman of a Global TelCo Consortia (TelCo Futures Forum), sponsored by Deutsche Telekom and Swisscom. During this time he has also been an Executive Advisor to companies such as: Microsoft (UK), Qsensei (
), Mimedia (
), Aap3 (UK/
), and Elinia (UK). From 2003 to
, Mr. Andrews served as the Group Managing Director of BT Mobility & Convergence and Managing Director of Strategy and Products at BT Retail, a division of BT Group plc, a global communications services provider, where he supervised approximately 500 employees and executives. From 2000 to 2003, Mr. Andrews was the President of the International Carrier and Networks Business of BT Global Services, a division of BT Group plc. From 1996 to 2000, Mr. Andrews was a Director of European Alliances responsible for investments in joint ventures and 100% owned TMT companies at BT Europe, a division of BT Group plc. Mr. Andrews holds a Full Technological Certificate in Advanced Telecommunications from
College (UK) and a Certificate in Industrial Management from
upon Thames Management College.
age 45, has served as the Chief Financial Officer of Rovi Corporation (NASDAQ:ROVI), a global provider of digital entertainment technology solutions, since
and as its Chief Financial Officer and Chief Operating Officer since February 2012. Mr. Budge served as Chief Financial Officer of Trados, Inc., an enterprise management software provider, from
until its merger with SDL International in
until joining Trados, Inc., Mr. Budge served as Chief Financial Officer of Sendmail, Inc., a secure email provider, and from
until its merger with IBM in
, Mr. Budge served as Chief Financial Officer of CrossWorlds Software, Inc., a provider of business infrastructure software. Mr. Budge holds a B.S. in Accounting from
Brigham Young University
and is a Certified Public Accountant.
, age 62, has been a Venture Partner at Carmel Ventures, an Israeli-based venture capital firm that invests primarily in early stage companies in the fields of Software, Communications, Semiconductors, Internet, Media, and Consumer Electronics, since 2006. Previously, Mr. Inbar served as the President of ECI Telecom Ltd., a global telecom networking infrastructure provider, from
and its Chief Executive Officer from
. Mr. Inbar joined ECI Telecom Ltd. in 1983 and during his first eleven years with the company, served in various positions at its wholly-owned U.S. subsidiary, ECI Telecom, Inc., in the U.S., including Executive Vice President and General Manager. In
, Mr. Inbar returned to
to become Vice President, Corporate Budget, Control and Subsidiaries of ECI Telecom Ltd. In
, Mr. Inbar was appointed Senior Vice President and Chief Financial Officer of ECI Telecom Ltd., and he became Executive Vice President of ECI Telecom Ltd. in January 1999. Mr. Inbar has served on the board of directors of Alvarion Ltd. (NASDAQ: ALVR), a company that designs and sells broadband wireless and Wi-Fi products, since
and is a member of its audit committee. Mr. Inbar also serves on the board of directors of SolarEdge Technologies Inc., an innovative start up in the photovoltaic industry, as Chairman of the Board of Archimedes Global Ltd., a company which provides health insurance and health provision in
, and on the board of directors of Maccabi dent Ltd., the largest chain of dental service clinics in Israel. Previously, Mr. Inbar served as Chairman of the Board of C-nario Ltd., a global provider of digital signage software solutions, Chairman of the Board of Followap Inc., which was sold to Neustar, Inc. in
, and Chairman of the Board of Enure Networks Ltd. Mr. Inbar holds a B.A. in Economics and Business Administration from
Richard Nottenburg, Ph.D.
, age 58, has served as a member of the board of directors of Aeroflex Holding Corp. (NYSE:ARX), a global provider of radio frequency and microwave integrated circuits, components and systems used in the design, development and maintenance of high-performance wireless communication systems, since
, and as a member of the board of directors of PMC-Sierra, Inc. (NASDAQ:PMCS), a semiconductor innovator transforming networks that connect, move and store digital content, since August 2011. From
, Dr. Nottenburg served as President, Chief Executive Officer, and a director of Sonus Networks, Inc., a provider of voice and multimedia infrastructure solutions. From
, Dr. Nottenburg was an officer with Motorola, Inc. (now known as Motorola Solutions, Inc., "Motorola") ultimately serving as its Executive Vice President, Chief Strategy Officer and Chief Technology Officer. While at Motorola, Dr. Nottenburg was responsible for shaping Motorola's overall corporate strategy. Prior to joining Motorola as an officer in
, Dr. Nottenburg was a strategic consultant to the Company from
to July 2004. Dr. Nottenburg previously served as a member of the Board from
and as a member of the board of directors of Verint Systems, Inc. ("Verint") from
to November 2011. Dr. Nottenburg holds a B.S. in Electrical Engineering from
Polytechnic Institute of New York
, an M.S. in Electrical Engineering from
Colorado State University
, and a Doctor of Science in Electrical Engineering from the Ecole Polytechnique Federale de Lausanne in Lausanne, Switzerland.
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.