The terms of the merger agreement were negotiated between CTI and a special committee of the board of directors of Verint consisting of independent directors not affiliated with CTI. The merger agreement was approved by the board of directors of CTI and by the board of directors of Verint based on the recommendation of the special committee of Verint.
The closing of the merger is dependent on a number of factors including, among other things, the completion of the distribution of CNS, the filing by Verint and effectiveness of a Form S-4 registration statement and receipt of the requisite approval of Verint and CTI shareholders. CTI has agreed to vote all of its shares in favor of the merger at any annual or special shareholder meeting called to approve the merger. In addition to the shareholder approvals required by applicable law, the merger agreement provides that the merger must be approved by the affirmative vote of holders of a majority of Verint common shares present at Verint's stockholder meeting other than those shares held by CTI or its subsidiaries. Verint currently expects to file the Form S-4 registration statement with the Securities and Exchange Commission early in the fourth quarter of the fiscal year ending January 31, 2013, and the merger is expected to close in the first fiscal quarter ending April 30, 2013.
Comverse Technology, Inc. is being advised by Goldman, Sachs & Co. and Rothschild Inc.
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.