Verint Systems Inc. has issued a Notice of Fundamental Change Repurchase Right, Conversion Rights, and Execution of Supplemental Indenture to holders of its 0.25% Convertible Senior Notes due April 15, 2026. The fundamental change occurred on November 26, 2025, due to the merger of the company with Viking Merger Sub, Inc., resulting in Verint Systems Inc. continuing as the surviving entity.
As a result of the fundamental change, holders of the Convertible Notes have the right to require the company to repurchase all or any portion of the notes at a repurchase price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest. The repurchase price will be paid in cash, with the deadline for holders to elect for repurchase set at the close of business on December 24, 2025.
For holders who choose not to require the repurchase of their Convertible Notes, the conversion rights remain in effect. The right to convert each $1,000 principal amount of the notes will change into a right to convert into cash at a rate of $20.50 multiplied by a number of shares of Common Stock equal to the Conversion Rate immediately prior to the merger, resulting in a cash amount of $330.24 per $1,000 principal amount of Convertible Notes based on a Conversion Rate of 16.1092.
The Conversion Value is fixed as of the date of the merger and is not subject to further adjustment. Holders may elect to convert the notes at any time from November 26, 2025, but before 5:00 p.m., New York City time, on the Business Day immediately prior to the Fundamental Change Repurchase Date. The company will pay the consideration due in respect of the Conversion Obligation in cash on the second Business Day immediately following the relevant Conversion Date.
The deadlines for electing repurchase and conversion are critical, with the expiration date for electing repurchase set at the close of business on December 24, 2025, and the Fundamental Change Repurchase Date on December 26, 2025. Holders who do not properly and validly withdraw their elections to require the repurchase of Convertible Notes by the company prior to the Withdrawal Date will not be permitted to convert their notes. Similarly, holders who do not properly and validly withdraw their elections to require the repurchase of Convertible Notes will not be permitted to convert their notes.
The company has outlined specific instructions for holders to follow in order to exercise their repurchase and conversion rights, emphasizing the importance of adhering to the deadlines and submission requirements.
The press release does not include specific financial metrics or comparisons from the last period, focusing instead on the details of the fundamental change, repurchase rights, and conversion rights for the Convertible Notes. Today the company's shares have moved 1.33% to a price of $20.51. For the full picture, make sure to review VERINT SYSTEMS INC's 8-K report.
