お知らせ • Nov 27
Calabrio, Inc. completed the acquisition of Verint Systems Inc. (NasdaqGS:VRNT).
Calabrio, Inc. entered into a definitive agreement to acquire Verint Systems Inc. (NasdaqGS:VRNT) for $1.2 billion on August 24, 2025. A cash consideration valued at $20.5 per share will be paid by Calabrio. Upon completion of the transaction, Verint common stock will no longer be listed on any public stock exchange.
Verint is required to pay Parent a termination fee of $50 million in cash and Calabrio is required to pay Parent a termination fee of $113 million upon termination of the Merger Agreement. Upon closing Calabrio Bravo intends to combine Verint and Calabrio.
The Closing is conditioned upon, among other things, (a) the approval of the Merger Agreement by the affirmative vote of holders of a majority of the issued and outstanding shares of capital stock of the Company entitled to vote on the adoption of the Merger Agreement at a meeting of stockholders held for such purpose (the “ Company Stockholder Approval ”), (b) no governmental authority having jurisdiction over any party to the Merger Agreement having issued any order or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger and no applicable law having been adopted that makes consummation of the Merger illegal or otherwise prohibited, (c) the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “ HSR Act ”) and all consents required under (i) any other applicable federal, state, local or foreign antitrust, competition, premerger notification or trade regulation laws, regulations or orders and (ii) laws, regulations, statutes, rules, orders, decrees, or other legal requirements of any governmental authority relating to or governing foreign ownership, foreign investment, or the review, approval, notification, or restriction of foreign direct investment (“ FDI Laws ”), (d) the accuracy of the other party’s representations and warranties, subject to certain customary materiality standards set forth in the Merger Agreement, (e) performance or compliance in all material respects with the other party’s obligations under the Merger Agreement, and (f) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement. The expected completion of the transaction is Verint’s current fiscal year. As of August 25, 2025, the transaction was unanimous approved by Verint Systems's board. As of November 18, 2025, majority of Verint stockholders voted to adopt and approved the Agreement and Plan of Merger.
Jefferies LLC acted as financial advisor for Verint Systems Inc. Randi Lesnick, Braden McCurrach, and Bill Sinchuk of Jones Day acted as legal advisors for Verint Systems Inc. Perella Weinberg Partners LP acted as financial advisor for Calabrio. Banco Santander, S.A. acted as financial advisor for Calabrio. Corey D. Fox, P.C., Bradley C. Reed, P.C., Peter Stach, P.C. and Andrew Struckmeyer of Kirkland & Ellis LLP acted as legal advisor for Calabrio. Evercore Group L.L.C. acted as financial advisor to Verint Systems Inc. Alfred Xue, Dan Seale, Manoj Bhundia, Michael Waldman, Preeta Paragash and Katherine Page of Latham & Watkins LLP represented the financing sources supporting Calabrio Inc.
Calabrio, Inc. completed the acquisition of Verint Systems Inc. (NasdaqGS:VRNT) on November 26, 2025.