UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 29, 2015
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COMVERSE, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware | 001-35572 | 04-3398741 |
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(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
200 Quannapowitt Parkway
Wakefield, MA
01880
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (781) 246-9000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On April 29, 2015, Comverse, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries (together with Comverse, the “Sellers”) entered into an Asset Purchase Agreement (as it may be amended from time to time, the “Purchase Agreement”) with Amdocs Limited, a Guernsey company (the “Purchaser”). Pursuant to the Purchase Agreement, the Sellers agreed to sell substantially all of the Sellers’ assets required for operating the Company’s converged, prepaid and postpaid billing and active customer management systems for wireless, wireline, cable and multi-play communication service providers (the “BSS Business”) to the Purchaser, and the Purchaser has agreed to assume certain liabilities of the Sellers, in exchange for a cash purchase price of $272 million, subject to various purchase price adjustments (the “Asset Sale”).
Under the terms of the Purchase Agreement, upon the closing of the Asset Sale, $26 million of the purchase price will be deposited into escrow to fund potential indemnification claims and certain adjustments for a period of twelve (12) months following the closing. The Company and Purchaser will also enter into other ancillary transaction documents at closing. The Asset Sale is anticipated to close in the third quarter 2015, subject to the applicable regulatory approvals and other closing conditions. There can be no assurance that the Asset Sale will be completed in the anticipated timeframe, or at all.
The Purchase Agreement contains customary representations and warranties of the parties and covenants of the Sellers. The Purchase Agreement may be terminated prior to the closing of the Asset Sale upon certain events, including by written agreement of the Sellers and Purchaser, or by either the Sellers or Purchaser if the Asset Sale has not closed by August 29, 2015 or if a permanent injunction or other order prohibiting the closing has been issued by a governmental entity.
Pursuant to the Purchase Agreement, the Company has agreed generally, but with some enumerated exceptions, to carry on its BSS Business in the ordinary course during the period from the date of the Purchase Agreement to the completion of the Asset Sale.
In connection with the Purchase Agreement, the Sellers and Purchaser have also entered into a Transition Services Agreement (the “TSA”), which provides for support services between the Sellers and Buyer in connection with the transition of the BSS Business to Purchaser, and for up to 12 months of services following the closing of the Asset Sale. Either party may terminate the TSA if the Purchase Agreement is terminated.
Item 7.01 Regulation FD Disclosure
On April 29, 2015, the Company issued a press release announcing execution of the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference in its entirety herein.
The information contained in Item 7.01 of this Current Report, including the press release attached as an exhibit hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by a specific reference in such filing.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
99.1 Press Release, dated April 29, 2015.
Forward-Looking Statements
This Current Report includes “forward-looking statements.” Forward-looking statements include statements regarding the parties’ obligations under the Purchase Agreement and TSA, and the anticipated closing of the Asset Sale. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance and the timing of events to differ materially from those anticipated, expressed or implied by the forward-looking statements in this Current Report. Such risks or uncertainties may give rise to future claims and increase exposure to contingent liabilities. These risks and uncertainties relate to (among other factors) the effect of the pendency of the Asset Sale; restructuring initiatives on the Company’s business; risks associated with foreign operations; satisfaction and performance by the parties of the terms and conditions of the Purchase Agreement; economic, industrial and competitive conditions; compliance with applicable laws and regulations; and additional risks described in the sections entitled “Forward-Looking Statements” and Item 1A, “Risk Factors” and elsewhere in the Company's most recent Annual Report on Form 10-K, or in subsequently filed periodic, current or other reports with the U.S. Securities and Exchange Commission. The Company undertakes no commitment to update or revise any forward-looking statements except as required by law.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Date: April 29, 2015 | COMVERSE, INC.
By: /s/ Roy S. Luria Roy S. Luria Senior Vice President, General Counsel and Corporate Secretary
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Exhibit 99.1
Contact:
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Michael Grossi Comverse, Inc. michael.grossi@comverse.com +1-781-224-8030 |
Comverse to Divest BSS Business to Amdocs for
Total Purchase Price of $272 Million
Gives Comverse Singular Focus on Expanding Digital Services Leadership
WAKEFIELD, Mass., April 29, 2015 - Comverse (NASDAQ: CNSI) today announced it has reached a definitive agreement to sell substantially all of its BSS business assets to Amdocs (NASDAQ: DOX). The total purchase price is $272 million in cash. The transaction is expected to close by the end of September 2015, subject to various closing conditions.
“Size and scale in BSS are critical to succeed in today’s increasingly consolidating telecommunications service provider marketplace, while smaller, niche players face a more uncertain future,” said Philippe Tartavull, President and Chief Executive Officer, Comverse. “The combination of Comverse’s customer base with Amdocs’ BSS products and services creates new opportunities for our clients and Comverse employees joining Amdocs. Now, Comverse can focus exclusively on expanding our existing significant global market leadership in the Digital Services arena, and driving innovation in new segments of the IP communication industry that are expected to grow significantly as CSPs and enterprises take advantage of the rollout of 4G/Volte/LTE services.”
He added, “After we complete this transaction, Comverse will be a profitable company, with an exceptionally strong balance sheet and a large portfolio of NOLs. With recent steps we’ve taken to secure a more advanced and flexible research and development operation, as well as reducing operating costs, we believe Comverse is very well positioned to become the leader in Digital Services through both organic growth and M&A activity, all of which should benefit our customers, employees and shareholders.”
“As a result of this acquisition, Amdocs, with our more than 30-year industry experience, will be able to bring additional value to Comverse’s customers," said Eli Gelman, President and CEO of Amdocs. "We look forward to providing our combined customer base with a continued outstanding level of product innovation and customer service, and strengthening Amdocs’ position in key emerging markets."
Comverse’s BSS business unit generated approximately $251 million in revenue in the fiscal year 2014.
Conference Call
Comverse will hold a conference call to discuss this announcement with the investment community on Thursday, April 30 at 8:30 am ET. The call can be accessed by dialing (678) 825-8369. A live webcast of the call can be found on the company’s investor relations website (www.comverse.com/investors) under Events and Presentations; a replay of the webcast will be available at the same location beginning one hour after completion of the call.
About Comverse
Comverse empowers people to engage with each other, services, and things as part of their multi-device, digital lifestyle. We help service providers and enterprises deliver and monetize innovative digital experiences through an award-winning portfolio of software solutions, backed by expert services. Our solutions touch more than two billion people through 450 service providers and enterprises in 125+ countries. You can find us at www.comverse.com
Forward-Looking Statements
Statements included or incorporated by reference in this press release include “forward-looking statements.” Forward-looking statements include statements regarding the parties’ obligations under the Purchase Agreement and the TSA, and the anticipated closing of the Asset Sale. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance and the timing of events to differ materially from those anticipated, expressed or implied by the forward-looking statements in this Current Report. Such risks or uncertainties may give rise to future claims and increase exposure to contingent liabilities. These risks and uncertainties relate to (among other factors) the effect of the pendency of the Asset Sale; restructuring initiatives on the Company’s business; risks associated with foreign operations; satisfaction and performance by the parties of the terms and conditions of the Purchase Agreement; economic, industrial and competitive conditions; compliance with applicable laws and regulations; and additional risks described in the sections entitled “Forward-Looking Statements” and Item 1A, “Risk Factors” and elsewhere in the Company's most recent Annual Report on Form 10-K, or in subsequently filed periodic, current or other reports with the U.S. Securities and Exchange Commission. The Company undertakes no commitment to update or revise any forward-looking statements except as required by law.
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