Comverse, Inc. Spin-Off and Share Distribution Expected on October 31, 2012
12 Oktober 2012 - 10:15PM
Comverse, Inc. ("CNS"), a subsidiary of Comverse Technology, Inc.
("CTI"), (Nasdaq:CMVT) announced today that its Form 10
registration statement for its planned spin-off has been declared
effective by the Securities and Exchange Commission ("SEC"). CNS
expects to become an independent public company following the
spin-off and share distribution.
The effectiveness of the Form 10 was one of the few remaining
conditions to the planned spin-off. On October 10, 2012, CTI
received shareholder approval for the spin-off in which 100% of the
outstanding shares of CNS common stock will be distributed to CTI
shareholders. CTI's board of directors declared the spin-off
dividend on October 10, 2012 after receipt of shareholder
approval.
The distribution of shares of CNS common stock is scheduled to
occur after the close of trading on October 31, 2012, the
distribution date for the spin-off, to CTI's shareholders of record
as of 5 p.m. EDT on October 22, 2012, the record date for the
spin-off. CTI will distribute one share of CNS common stock for
every ten CTI common shares outstanding as of the record date.
Shareholders of record will receive cash in lieu of fractional
shares of CNS common stock, which will be aggregated and sold on
their behalf.
There is no current market for CNS common stock. The NASDAQ
Stock Market has authorized the listing of CNS common stock under
the symbol "CNSI" following the spin-off. CNS has been advised that
trading in its common stock is expected to begin on a "when issued"
basis on October 18, 2012 under the symbol "CNSIV." On the October
31, 2012 distribution date for the spin-off, "when issued" trading
is scheduled to end and "regular-way" trading is scheduled to begin
for CNS common stock on November 1, 2012 under the ticker symbol
"CNSI."
Beginning on October 18, 2012 and continuing up to and including
the October 31, 2012 distribution date for the spin-off, CTI common
shares will trade in two markets on NASDAQ: a "regular-way" market
and an "ex-distribution" market. CTI common shares held as of
October 18, 2012 and sold in the regular-way market after October
18, 2012 and on or before October 31, 2012 will not be entitled to
receive the shares of CNS's common stock in connection with the
share distribution. CTI common shares held as of October 22, 2012
and sold in the ex-distribution market after October 22, 2012 and
on or before October 31, 2012 will still receive the shares of
CNS's common stock in the share distribution.
The Form 10 registration statement includes information
regarding the spin-off that will be mailed to CTI shareholders
shortly. As a result of the SEC declaring the Form 10 effective,
CNS is now subject to the information and reporting requirements of
the Securities Exchange Act of 1934, and will file periodic
reports, proxy statements and other required information with the
SEC. CNS intends to post these materials to the Investor Relations
portion of its website promptly after filing with the SEC.
No action is required by CTI shareholders as of the record date
to receive their shares of the common stock of CNS in the spin-off.
The distribution agent, transfer agent, and registrar for CNS
common stock will be American Stock Transfer & Trust Company,
LLC ("AST"). For questions relating to the transfer or mechanics of
the stock distribution, shareholders may contact AST, 6201 15th
Avenue, 3rd Floor, Brooklyn, NY, 11219 or via phone at
651-379-9102.
The Comverse Technology logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=13267
Cautions concerning forward-looking
statements
This news release contains forward-looking statements addressing
the planned spin-off of CNS from CTI as a separate company, which
is dependent upon future events or developments. These matters are
subject to risks and uncertainties that could cause actual events
(including the planned spin-off) and results to differ materially
from those projected, anticipated or implied. These risks and
uncertainties include uncertainties regarding the planned spin-off
of CNS, including the timing and terms of such spin-off and whether
such spin-off will be completed as it is subject to a number of
conditions. In addition, CTI and CNS are subject to additional
risks and uncertainties described in CNS's Form 10, as amended, and
CTI's Form 10-K, Form 10-Q and Form 8-K reports (including all
amendments to those reports) and exhibits to those filings and
reports. Except to the extent required by applicable law, CTI and
CNS undertake no obligation to update or revise any forward-looking
statement.
CONTACT: Paul D. Baker, Comverse, Inc.,
paul.baker@cmvt.com, (212) 739-1060
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