Calabrio completes acquisition of Verint Systems, shares delisted from Nasdaq

Calabrio, Inc. has completed its acquisition of Verint Systems Inc. (NASDAQ:VRNT), according to a statement released in a Securities and Exchange Commission filing on Wednesday. As a result of the transaction, Verint has become a wholly owned subsidiary of Calabrio, and its common stock has been delisted from the Nasdaq Global Select Market.

Under the terms of the merger agreement, which was previously announced on August 24, each outstanding share of Verint common stock, other than certain excluded shares, was converted into the right to receive $20.50 in cash. The aggregate purchase price paid for all outstanding shares was approximately $1.24 billion, funded by third-party debt financing arranged by Banco Santander SA.

All outstanding preferred shares were redeemed for $1,000 per share plus accrued dividends. Holders of Verint’s 0.25% Convertible Senior Notes due April 15, 2026, now have the right to convert their notes into cash at $20.50 per share or require Verint to repurchase the notes at par plus accrued interest.

In connection with the merger, Verint terminated its existing credit agreement with JPMorgan Chase Bank, N.A., paying all outstanding obligations in full and releasing all related liens and guarantees. Capped call transactions entered in 2021 in connection with the convertible notes were also terminated in exchange for cash payments from the counterparties.

The completion of the merger triggered a change in control of Verint. As a result, all members of Verint’s board of directors, including Dan Bodner, Linda Crawford, Stephen Gold, William Kurtz, Andrew Miller, Richard Nottenburg, Kristen Robinson, Yvette Smith, and Jason Wright, resigned. They were replaced by Joshua Geller and Carl Gillert, who served as directors of the merger subsidiary.

Verint’s certificate of incorporation and by-laws were amended and restated at the closing of the transaction. Deloitte & Touche LLP resigned as Verint’s independent auditor, citing loss of independence due to the merger. BDO USA, P.C., Calabrio’s auditor, is expected to be appointed to audit Verint’s financial statements, pending completion of standard evaluation procedures.

Trading in Verint’s common stock was halted before the market opened on the day of the merger’s closing. The company has notified Nasdaq and the SEC of the delisting and intends to deregister its common stock and suspend its reporting obligations.

All information is based on a press release statement filed with the SEC.

In other recent news, Verint Systems has entered into a definitive agreement to be acquired by Thoma Bravo for approximately $2 billion in cash, equating to $20.50 per share. This transaction has received approval from Verint’s Board of Directors. Following this announcement, RBC Capital downgraded Verint Systems’ stock rating from Outperform to Sector Perform and adjusted its price target to $20.50 from $29.00. Additionally, Dialpad has announced a reseller partnership with Verint to provide workforce management solutions for contact centers of various sizes. This collaboration will offer Dialpad WFM for smaller contact centers and Verint’s Open Platform for larger operations, enabling real-time agent status updates. These developments highlight significant changes and strategic movements within Verint Systems.

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