Verint® (NASDAQ: VRNT), The CX Automation Company(TM), announced today that it has entered into a definitive agreement to be acquired by Thoma Bravo, a leading software investment firm, in an all-cash transaction reflecting an enterprise value of $2 billion. 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, 2025 (unaffected share price), the last day prior to media reports regarding a potential sale of the Company.
“Thoma Bravo’s investment is a testament to our CX Automation category leadership. Leading brands around the world are reporting strong AI business outcomes with the Verint CX Automation Platform. We are making good progress in delivering AI-powered solutions to an early stage CX Automation market, and we recently announced that our AI Annual Recurring Revenue (ARR) now represents 50% of our total ARR. We look forward to extending our category leadership together with Thoma Bravo,” said Verint CEO and Chairman Dan Bodner.
Mike Hoffmann, a Partner at Thoma Bravo, added: “Verint’s market leading CX Automation platform, enterprise customer base and talented employees position it well to shape the future of customer experience with AI as part of the Thoma Bravo portfolio. At the closing of the transaction, Verint will join forces with Thoma Bravo portfolio company Calabrio. The opportunity to automate CX workflows with an AI-powered platform is significant, and the combined company will have the industry’s broadest CX platform arming brands of all sizes with strong AI business outcomes.”
Transaction Details
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.
Advisors
Jefferies LLC is serving as the financial advisor and Jones Day is serving as legal counsel to Verint. Perella Weinberg Partners LP and Santander are serving as financial advisors, and Kirkland & Ellis LLP is serving as legal counsel to Thoma Bravo.
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