Verint and Witness Systems Will Combine

MELVILLE, N.Y. and ATLANTA, Ga. - Verint Systems and Witness Systems, a provider of workforce optimization software and services, entered into a definitive agreement under which Verint will acquire Witness for $27.50 per share in cash. The convergence of Witness' workforce optimization and Verint's actionable intelligence will create a portfolio of contact center and enterprise performance solutions.

The combined Verint/Witness portfolio includes solutions for quality monitoring, IP recording, multimedia interaction capture, speech and data analytics, performance management, contact center and enterprise workforce management, eLearning and eCoaching, customer feedback management, and a range of strategic professional and consulting services.

The Verint/Witness combination will provide offices around the globe, expansion of direct, indirect, and OEM sales channels, and create cross-sell opportunities across a global customer base.

Transaction Details
On a fully diluted basis, the total enterprise value of the transaction is approximately $950 million (which excludes Witness' cash). Verint expects to fund the transaction through a $650 million debt financing commitment provided by Lehman Brothers, Deutsche Bank and Credit Suisse, a $293 million preferred stock investment by Comverse Technology, Inc (CMVT.PK), the 57 percent shareholder of Verint, and the remainder from existing cash of the combined company. In the transaction, Witness Systems shareholders will receive $27.50 per share, in cash, and holders of vested options will receive cash in an amount equal to $27.50 less the applicable exercise price of their options. Unvested options will be assumed by Verint and be exercisable for Verint stock.

The transaction is targeted to close in the second quarter of 2007, pending approval by regulators and by stockholders of Witness Systems, as well as satisfaction of other customary closing conditions.

Lehman Brothers acted as Verint Systems' financial advisor and provided a fairness opinion on the transaction to the Board of Directors of Verint Systems. Morgan Keegan & Company provided a fairness opinion to a committee of independent directors of Verint Systems with respect to the preferred stock investment by Comverse. 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.

Conference Call Details
Verint conducted a conference call to discuss the combination February 12, 2007. A replay of the conference call will be available on at www.verint.com until February 28, 2007.