The combination of Verint and Witness Systems creates a leading global provider of workforce and enterprise optimization solutions, providing organizations with powerful new visibility into the effectiveness of the enterprise customer service value chain.

"More than ever before, today's enterprises are seeking to enhance their service processes to maximize the value of customer relationships. These organizations need actionable intelligence that enables them to truly understand what is happening across their front- and back-office, to make faster, smarter decisions, enhance service delivery and optimize performance enterprise-wide," said Dan Bodner, President and CEO of Verint Systems, Inc. "The industry-defining combination of Verint and Witness creates the market's broadest portfolio of powerful solutions that optimize workforce, contact center and enterprise performance to deliver a compelling customer service advantage and creates a single global provider for an enterprise's complete workforce performance needs."

Says Tom Pringle from industry analyst firm, Datamonitor, "With the market share combination of Verint and Witness, we expect Verint to be a leading force in the workforce optimization market, delivering an integrated suite of solutions for the customer-centric enterprise."

Verint's broad portfolio helps companies uncover business trends, discover the root cause of employee and customer behavior, and power the right decisions to ensure service excellence and achieve continuous performance improvement across every aspect of customer operations. This expanded portfolio will provide new opportunities for Verint's global channel partners, including BT Global Services. Says Ruth Rowan, head of CRM Propositions and Marketing, BT Global Services, "As both Verint and Witness have been valued partners over the last several years, we are excited about this combination and the enhanced capabilities it will deliver for our joint customers."

According to Verint customer, Doug Pontious, Chief Information Officer from StarTek, a leading outsourcer, "At StarTek, it's our goal to optimize every customer contact to create a compelling, branded service experience. We need solutions that help us to ensure service excellence and achieve continuous performance improvement across every aspect of our customer operations." Concludes Pontious, "We are excited about the Verint-Witness combination and the opportunity that these customer-centric solutions will deliver to companies like StarTek."

Witness customers anticipate strong benefits from the business combination as well. Adds Witness Systems customer Brynn Palmer, director of the customer experience for leading broadband communications provider Charter Communications, "The customer experience tops our list of priorities. Charter places a premium on implementing programs and technologies that enable us to perform at optimum levels. Over the years, Witness Systems has been a strong partner and its technology a foundation in supporting uptake of our solutions, as well as the delivery of consistent, quality services across our widespread operations. The combination of Verint and Witness - with its focus on the customer-centric enterprise - is one that's both appealing and aligned with how we approach the customer experience."

This strong market response is based on the powerful benefits that the strategic Verint-Witness combination delivers to the market:

• A global market share leader with superior scale, deep resources and demonstrated execution capabilities, making Verint the reliable partner of choice for today's leading enterprises.
• The broadest portfolio of solutions - to enhance the performance of every touch point along the customer service value chain, including quality monitoring, IP recording, multimedia interaction capture, speech and data analytics, performance management, contact center and enterprise workforce management, eLearning, customer feedback management, and a full range of strategic professional and consulting services - all from one vendor.
• World-class sales, service and channel partner organizations - providing global support for thousands of customers, deep investment in customer service infrastructure and faster time to market for new innovative solutions.
• Innovative technology - combining leadership in speech and data analytics with the industry's most innovative WFO framework and deepest IP expertise. Offering both an integrated or best-of-breed approach provides unmatched investment protection for today and tomorrow.
• A vision that extends beyond the contact center - providing new visibility into customer service processes and actionable business insights about the impact of inter-departmental and back office functions on customer service and satisfaction.

Concluded Verint's Dan Bodner, "We are pleased to complete this highly strategic transaction, which creates new scale for Verint, and helps us more effectively meet the demands of our global security and enterprise customer base." Said Bodner, "We have formed a new strategic business division, Verint Witness Actionable Solutions, with a unified global management team that has worked together to build a strong execution plan. The integrated team is excited to begin delivering today on our new vision for the customer-centric enterprise."

Transaction Details

Verint paid $27.50 per share or approximately $950 million for Witness on a fully diluted basis, net of cash acquired. In connection with the transaction, Verint entered into a $650 million 7-year term loan facility ("Term Loan") and obtained a $293 million preferred stock investment ("Preferred Investment") from Comverse Technology, Inc (CMVT.PK), the 57 percent shareholder of Verint. The acquisition and related expenses were funded by the proceeds of the Term Loan, Preferred Investment and Verint's and Witness' available cash.

Lehman Brothers Inc. acted as Verint Systems' financial advisor and provided a fairness opinion on the transaction to the Verint Board of Directors. Lehman Brothers also advised Verint with respect to the Preferred Investment. Morgan Keegan & Company provided a fairness opinion to a committee of independent directors of Verint with respect to the Preferred Investment. An affiliate of Lehman Brothers Inc., Deutsche Bank and Credit Suisse acted as underwriters for the debt financing. Jones Day acted as legal advisor to Verint. Goldman, Sachs & Co. acted as financial advisor to Witness Systems and provided a fairness opinion on the transaction to the Board of Directors of Witness Systems. WilmerHale acted as legal advisor to Witness Systems.