Comverse Technology(CMVT) announced plans today to spin off its wholly-owned subsidiary, Comverse. Confused?
Comverse Technology is a holding company with 3 major assets: Comverse, a supplier of software and systems to telecommunications companies, majority ownership of Verint(VRNT), and majority ownership of Starhome, a private company. Comverse declared its intention to unwind its holding company structure and distributing Comverse to shareholders is the first step. We suspect that the Verint stake will be distributed as well, at some point in the future. The Verint stake accounts for nearly 40% of Comverse Technolgy’s $1.3 billion market cap. The distribution of Comverse shares is expected to occur in the second half of 2012.
Full press release:
NEW YORK, Jan. 11, 2012 (GLOBE NEWSWIRE) — Comverse Technology, Inc. (“CTI”), a global leader in BSS, mobile Internet and value-added services, today announced its intention to distribute 100% of the shares of its wholly-owned subsidiary Comverse, Inc. (“Comverse”) to CTI’s shareholders on a pro rata basis. CTI is currently exploring, and expects to finalize and announce the structure that will result in the most efficient method of distribution, with the distribution expected to occur in the second half of fiscal 2012. In addition, CTI is exploring alternatives to eliminate its holding company structure either simultaneous with or shortly after the distribution of the Comverse shares.
“The Board reached the decision to pursue a distribution of Comverse to our shareholders following a comprehensive strategic review process, and believes it is in the best interest of CTI shareholders,” said Charles Burdick, Chairman and Chief Executive Officer of CTI. “We are confident that by creating an independent, well-capitalized Comverse, CTI and its shareholders will be able to benefit from increased strategic flexibility at Comverse and with its stake in Verint. The elimination of the holding company structure is cost-effective and allows for the separation of assets in a tax efficient manner. The separation of Comverse will facilitate greater alignment of incentive equity and shareholder value and increased management and Board focus, and also will be seen as a positive event by customers and employees at both Comverse and Verint.”
The distribution 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 Comverse. The distribution may also be conditioned upon receipt of a favorable ruling from the Internal Revenue Service regarding certain tax aspects of the distribution.
Upon completion of the proposed distribution of Comverse shares 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 Comverse.
Disclosure: The author holds no position in any stock mentioned
- Why Verint Systems’ Earnings Are Outstanding (dailyfinance.com)