[By NBC-1TV H. J Yook]Comverse Technology, Inc. (“CTI”) (Nasdaq:CMVT), a global leader in BSS, mobile Internet and value-added services, today announced that three members of CTI‘s management have resigned from the Board of Directors of Verint Systems Inc. (“Verint”) (Nasdaq:VRNT), a majority-owned subsidiary of CTI, and have been replaced on Verint’s Board by three members of CTI‘s Board of Directors. The three former Verint directors are Charles Burdick, Chairman of the Board and Chief Executive Officer of CTI, John Bunyan, Senior Vice President, Strategy & Innovation of CTI, and Paul D. Baker, Vice President, Corporate Marketing and Corporate Communications of CTI. Their replacements are CTI directors Augustus K. Oliver, Theodore Schell and Mark Terrell who also serve as members of the Strategic Alternatives Committee of CTI’s Board. Mr. Oliver also has been appointed Chairman of Verint's Board of Directors.
Mr. Burdick stated: “This change allows the management team and myself to focus on the important tasks of managing the operations, as we prepare for the previously announced spin-off of Comverse Inc., our wholly-owned subsidiary.”
Mr. Oliver, lead independent director of CTI, stated: “With our plans to spin-off Comverse, Inc. later this year continuing to progress, the focus of CTI is evolving to its sole remaining significant asset, its control stake in Verint. This greater strategic alignment between the boards of Verint and CTI is part of a natural evolution as we work to explore all options to maximize the value of CTI's equity interest in Verint for the benefit of the shareholders of both companies. In that regard, the Board of CTI intends to continue to work with its financial advisors, Goldman Sachs & Co. and Rothschild Inc., to accomplish the best possible outcome for the shareholders of CTI as it proceeds to unwind the holding company structure and implement the spin-off of Comverse Inc.”
The distribution of shares of Comverse Inc. to effect the spin-off is subject to a number of conditions, including final approval of the transaction by CTI's Board of Directors, filing with, and the completion of a review process by, the Securities and Exchange Commission, the approval of the CTI shareholders and final approval of certain material agreements by the board of each of CTI and Comverse. The distribution may also be conditioned upon receipt of a favorable ruling from the Internal Revenue Service regarding tax aspects of the distribution.
Upon completion of the distribution of Comverse shares and prior to the effect of any transaction that would eliminate the CTI holding company structure, CTI shareholders at the time of the distribution would continue to hold their equity in CTI as well as own 100% of the equity of Comverse.







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