Verint to be acquired by Thoma Bravo for $20.50 per share in cash

Verint (VRNT) announced that it has entered into a definitive agreement to be acquired by Thoma Bravo in an all-cash transaction reflecting an enterprise value of $2B. Under the terms of the agreement, Verint common shareholders will receive $20.50 per share in cash, an 18% premium to Verint’s 10-day volume weighted average share price up to June 25, the last day prior to media reports regarding a potential sale of the company. The transaction, which was unanimously approved by the Verint board of directors, is expected to close before the end of Verint’s current fiscal year, subject to customary closing conditions, including approval by Verint shareholders and the receipt of required regulatory approvals. Under the merger agreement, a Thoma Bravo controlled entity will act as the parent in a reverse-triangular merger. The transaction is not subject to a financing condition. Certain shareholders and members of the Verint board of directors have entered into voting agreements pursuant to which they have agreed, among other things, to vote their shares of Verint stock in favor of the transaction, subject to certain conditions. These shareholders currently represent approximately 14.5% of the voting power of Verint’s stock. Upon completion of the transaction, Verint common stock will no longer be listed on any public stock exchange. In light of the pending transaction, Verint is suspending quarterly earnings conference calls and will no longer be providing quarterly or annual guidance. Verint is also suspending its share repurchase program.