Verint Systems acquires Witness Systems for $950 million

Client(s) Verint Systems Inc.

Jones Day advised Verint Systems Inc. in its $950 million acquisition of Witness Systems, Inc. Shareholders of Witness Systems received $27.50 in cash per share and holders of vested options received cash in an amount equal to $27.50 less the applicable exercise price of their option. Jones Day provided due diligence advice in assessing certain litigation and government investigation risks involved with the acquisition. Unvested options were assumed by Verint.

Verint funded the transaction through a $650 million debt financing commitment provided by Lehman Brothers Inc., Deutsche Bank and Credit Suisse; a $293 million preferred stock investment by Comverse Technology, Inc., the 57% shareholder of Verint; and the remainder from existing cash of the combined company.

In addition to M&A representation, Jones Day provided antitrust (in Europe and the U.S.), securities, litigation, and tax advice regarding this transaction.