On August 14, 2012, Verint Systems Inc. (Verint) (NASDAQ: VRNT) announced that it had entered into a merger agreement with Comverse Technology Inc. (Comverse) (NASDAQ: CMVT).

Comverse presently exercises control over Verint through its near-majority ownership of Verint’s common stock and ownership of Verint’s convertible preferred shares. In light of the fact that the merger transaction will provide current Comverse shareholders with a direct ownership interest in Verint, the key question for Verint shareholders is whether the terms of the merger are unfairly dilutive to them, and whether the negotiating process leading to the merger was fair to them.