Verint Systems said Monday that it has agreed to acquire KANA Software for approximately $514 million in cash. The transaction is expected to close by April 30, 2014. Goldman Sachs served as financial advisor to KANA on this deal. Based in Silicon Valley, KANA is a provider of customer service solutions. It was a portfolio company of Accel-KKR.
MELVILLE, N.Y. & SUNNYVALE, Calif.–(BUSINESS WIRE)–Verint® Systems Inc. (NASDAQ:VRNT) today announced the signing of a definitive agreement to acquire KANA Software, Inc., a leader in customer service solutions delivered both on-premises and in the cloud. The acquisition would form a unique and revolutionary combination that would extend Verint’s Actionable Intelligence® strategy. The collective solutions from Verint and KANA would enable organizations worldwide to implement a single-vendor suite to help transform customer engagement. The acquisition of KANA, a portfolio company of Accel-KKR, is expected to be completed in Verint’s first fiscal quarter ending April 30, 2014.
“We also believe there is a strong cultural fit between the two companies and a foundation for a successful future together, for both our current and prospective customers, as well as our employees. We look forward to completing the transaction and welcoming KANA into the Verint family.”
“We believe that acquiring KANA would allow Verint to offer a holistic customer engagement strategy powered by Actionable Intelligence, providing significant value for our customers and partners. Our complementary solutions represent a comprehensive offering to help optimize customer engagement. We have been impressed with KANA and share a common vision for our respective markets, including a firm commitment to our customers,” says Dan Bodner, CEO, Verint. “We also believe there is a strong cultural fit between the two companies and a foundation for a successful future together, for both our current and prospective customers, as well as our employees. We look forward to completing the transaction and welcoming KANA into the Verint family.”
KANA would bring its approximately 900 global customers to the greater Verint organization, which already has the benefit of more than 10,000 customers worldwide. The combined customer base, which includes some shared customers, can benefit from a broader, complementary solution set from a single global provider.
“Our management team is excited about the opportunity to join a global technology leader like Verint, and we have every expectation that our customers will be excited as well, especially as they learn more about how Verint and KANA can provide a lens into who is doing what, when, how and why in day-to-day engagements with their customers,” says Mark Duffell, CEO, KANA.
Optimizing Customer Engagement
Together, the combined product suite of collective solutions would offer global enterprises the ability to capture and manage cross-functional information around customer interactions, business processes and workforce performance to improve operational efficiency, reduce risk and enhance customer loyalty, while driving revenue performance. The combination would enable organizations to use intelligence to uncover trends and discover why certain employee and customer behavior is occurring, helping ensure seamless interactions across channels.
Further, guided business processes and recommended dialogues provided by the combined solutions could help deliver faster, more precise, personalized service—from next best action, to next best offer. By fusing advanced customer service suites from KANA with Verint Actionable Intelligence, organizations would be able to connect and optimize multiple channels to create valuable, consistent and contextual experiences that count when customers engage.
Managing Customer Engagement Holistically Across Channels
Organizations today generate massive volumes of Big Data from engagement with customers and employee activities—much more data than they can collect, correlate and assess. The quantity and speed with which data is generated, as well as the diversity of that data—much of which is unstructured and difficult to analyze—can create a challenge for organizations and minimize their opportunity to take timely action and increase profitable outcomes.
In addition, the rise of mobility and proliferation of communication channels has made it even more difficult for organizations to manage the people and processes required to respond to consumer expectations in a consistent, personalized and contextual manner. Many organizations are struggling to become more customer-centric because information does not always easily flow from one channel to another. To drive top-line revenue at a reasonable cost and enable long-lasting customer relationships, they need to manage customer engagement holistically across multiple touch points and create greater value from their resources.
Verint and KANA would help address these challenges together through a robust blend of software and services that span workforce optimization (WFO) and customer service and support offerings. Verint offers market-leading WFO and Voice of the Customer Analytics capabilities—including voice recording, voice biometrics, quality monitoring, speech analytics, text analytics, enterprise feedback management, workforce management, performance management, desktop and process analytics, elearning and coaching. KANA offers compelling customer service solutions, such as agent desktop, case management, knowledge management, and email, chat and social media response management.
More Engaged Employees Drive More Consistent Customer Experiences
A combined Verint and KANA offering would help forward-thinking organizations analyze customer and employee experience data to design and implement customer-centric business strategies that unite people and processes across the enterprise. As a result, leaders across the business would gain better alignment across their organizations and the ability to take precise action to deliver differentiated and personalized experiences that count. This improved alignment could lead to more engaged employees, who are spurred on by solutions that capture and manage information about customers and performance in order to predict measurable, sustainable business results.
Customer Protection and Expansion
Verint and KANA customers will benefit from continued investment in existing solutions as planned, as well as from the larger R&D operation the combined company would offer. Verint shares KANA’s vision and will be strongly committed to KANA’s products following the closing of the transaction. Further, the companies expect that the convergence of the solution set over time would create significant benefits for the joint Verint-KANA customer base through innovative software and services that would help existing as well as new customers optimize customer engagement. In the meantime, customers should continue to expect support and services, as well as license additional software, in the usual way.
KANA Acquisition Financial Terms and Timing
Verint has agreed to acquire KANA for approximately $514 million in cash, subject to certain closing adjustments. The acquisition is expected to be financed through a combination of cash on hand and debt, using approximately $100 million of Verint’s cash, approximately $300 million from incremental term loans (on terms similar to Verint’s existing term loans), and the balance from Verint’s un-drawn revolving credit facility. The acquisition is expected to close in Verint’s first fiscal quarter, subject to the expiration of applicable regulatory waiting periods and the satisfaction or waiver of other closing conditions that the companies believe are customary for transactions of this type.
Jones Day served as legal advisor to Verint in connection with this transaction. Goldman, Sachs & Co. served as financial advisor and Kirkland & Ellis LLP served as legal advisor to KANA in connection with this transaction.
Certain Financial Information
Since the acquisition will not close until Verint’s first fiscal quarter, it does not affect Verint’s outlook for the current year, and Verint is re-affirming its prior guidance for the year ending January 31, 2014 (“FYE 2014”). For next year, the year ending January 31, 2015 (“FYE 2015”), Verint is not updating its guidance prior to the closing of the proposed acquisition. However, Verint expects KANA to generate non-GAAP revenue in the range of $140 to $150 million and non-GAAP EBITDA in the range of $40 to $45 million in calendar year 2014 (KANA’s fiscal year). Further, based on KANA’s expected profitability and Verint’s cost of financing discussed above, as well as the expected timing of the closing of the acquisition in Verint’s first fiscal quarter, the acquisition is expected to be accretive to Verint’s FYE 2015 non-GAAP diluted earnings. Estimates for KANA’s non-GAAP measures were prepared in a manner similar to Verint’s non-GAAP measures, for which a description is provided below.
Conference Call Information
Verint will conduct a conference call today at 8:30 a.m. ET to review the proposed acquisition of KANA. An online, real-time webcast of the conference call will be available on Verint’s website at www.verint.com. The conference call also can be accessed live via telephone at 1-866-318-8614 (U.S. and Canada) and 1-617-399-5133 (international) using the passcode 76697741. Please dial in 5-10 minutes prior to the scheduled start time. A replay of the conference call will be available on Verint’s website until January 10, 2014.
For more information, please refer to Verint’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today.
About KANA Software
KANA, a portfolio company of Accel-KKR, understands the value of great customer service experiences. We know every channel through which a customer communicates with—and about—your brand. We provide on-premises and cloud solutions for large enterprises and mid-market organizations. By unifying and maintaining context for customer journeys across agent, web, social and mobile experiences, KANA solutions have reduced handling time, increased resolution rates and improved net promoter scores (NPS) at more than 900 enterprises—including many of the Fortune 500 and more than 250 government agencies. At KANA, we help create differentiated and personalized customer experiences that count. KANA is based in Silicon Valley, California and has offices worldwide.
Accel-KKR is a technology-focused private equity firm with over $2.3 billion in capital under management. The firm invests primarily in software and IT-enabled businesses well positioned for top‐line and bottom-line growth. At the core of Accel-KKR’s investment strategy is a commitment to developing strong partnerships with the management teams of its portfolio companies and a focus on building value through significant resources available through the Accel-KKR network. Accel-KKR focuses on middle market companies, providing capital for buyouts and growth investments across a range of opportunities including recapitalizations, divisional carve-outs and going private transactions.
About Verint Systems
Verint® (NASDAQ: VRNT) is a global leader in Actionable Intelligence® solutions. Its portfolio of Enterprise Intelligence Solutions™ and Security Intelligence Solutions™ helps organizations Make Big Data Actionable™ through the ability to capture, analyze and act on large volumes of rich, complex and often underused information sources—such as voice, video and unstructured text. With Verint solutions and value-added services, organizations of all sizes can make more timely and effective decisions. Today, more than 10,000 organizations in over 150 countries, including over 80 percent of the Fortune 100, count on Verint solutions to improve enterprise performance and make the world a safer place. Headquartered in New York, Verint has offices worldwide and an extensive global partner network. For more information, visit www.verint.com.