Verint Systems (VRNT) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement for acquisition by Calabrio, Inc., a Thoma Bravo portfolio company, in an all-cash transaction valuing the company at $2 billion, with shareholders to receive $20.50 per share, an 18% premium to the unaffected share price.

• The merger was unanimously approved by the board and is expected to close before the end of the current fiscal year, subject to shareholder and regulatory approvals.

• Upon completion, the company will become a wholly owned subsidiary of Calabrio, and its common stock will be delisted.

• Certain shareholders holding over 14.5% of voting power have entered into support agreements to vote in favor of the merger.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting; approval by a majority of outstanding shares is required.

• Support agreements obligate key shareholders to vote in favor of the merger and related matters.

• Shareholders may exercise appraisal rights under Delaware law if they dissent.

Board of directors and corporate governance

• The board unanimously determined the merger is in the best interests of shareholders and recommends approval.

• Post-merger, directors and officers of the acquiring subsidiary will become directors and officers of the surviving corporation.

• The board received a fairness opinion from Jefferies LLC regarding the merger consideration.