Verint to be taken private in $2bn Thoma Bravo deal as AI CX arms race intensifies

Verint Systems Inc. (NASDAQ: VRNT) is set to go private in a $2 billion all-cash acquisition by private equity firm Thoma Bravo, in a strategic move that underscores growing consolidation in the AI-powered customer experience automation market. Announced on August 25, 2025, the deal will see Verint shareholders receive $20.50 per share, reflecting an 18% premium to its unaffected 10-day volume-weighted average price prior to media reports of a sale.

The transaction has been unanimously approved by Verint’s Board of Directors and is expected to close before the end of the company’s current fiscal year, subject to shareholder and regulatory approvals. Once completed, Verint’s stock will be delisted from public exchanges, and the company will cease providing earnings guidance or holding earnings calls.

The acquisition also includes a key integration with Thoma Bravo’s portfolio company Calabrio, forming what the PE firm describes as the industry’s broadest AI-first CX automation platform.

Why did Thoma Bravo acquire Verint—and how does Calabrio factor into the deal?

The rationale behind Thoma Bravo’s bid hinges on the growing enterprise appetite for AI-driven customer experience solutions, an area where Verint claims category leadership. The New York-based software investment giant stated that the merger will pair Verint’s AI-powered open platform with Calabrio’s workforce optimization software, creating a unified suite of tools designed to drive automation across contact center workflows.

Mike Hoffmann, Partner at Thoma Bravo, said in a statement that Verint’s enterprise footprint and its focus on measurable AI outcomes make it well-positioned to lead the next wave of CX transformation. Hoffmann highlighted the “significant opportunity to automate CX workflows” and said the combined company will serve brands of all sizes looking to scale AI usage across their customer-facing operations.

The integration signals a PE-led push to consolidate CX tools under scalable AI frameworks, particularly as demand for generative AI applications in contact centers, customer service, and feedback loops grows.

What are the financial and structural terms of the Verint–Thoma Bravo agreement?

Under the definitive merger agreement, Verint will be acquired through a reverse-triangular merger, with a Thoma Bravo-controlled entity acting as the parent. The $2 billion enterprise value implies a substantial premium for shareholders, considering Verint’s market cap hovered near $1.7 billion prior to deal speculation.

A cash consideration of $20.50 per share will be paid to Verint common shareholders. This value represents an 18% premium to Verint’s 10-day VWAP as of June 25, 2025—the last trading day before news of a potential sale surfaced in media reports.

Importantly, the agreement is not subject to a financing condition, and approximately 14.5% of Verint’s voting stock has already been locked in via voting agreements with certain board members and shareholders.

How are investors reacting to Verint’s privatization and the suspension of forward guidance?

While the offer premium appears favorable on paper, institutional sentiment around the deal remains divided. Some investors may view the transaction as a clean exit amid intensifying competition in the CX software landscape, especially from players integrating large language models into their contact center stacks.

Others, however, may raise questions about Verint’s growth runway being cut short just as its AI-driven annual recurring revenue (ARR) crossed a significant milestone. According to CEO Dan Bodner, AI ARR now accounts for 50% of total ARR, a figure that some believe could have driven further re-rating potential had the firm remained public.

With quarterly earnings calls and guidance suspended, shareholder visibility into near-term performance is effectively frozen. Verint has also halted its share repurchase program, further removing levers of public market capital allocation.

What does this deal mean for the competitive landscape in CX automation and AI platforms?

Verint’s exit from public markets comes amid a broader arms race in CX automation, where vendors like Salesforce (with Service Cloud and Einstein), NICE, and ZoomInfo are all pushing AI-enhanced customer platforms. The inclusion of Calabrio in the merged entity adds workforce engagement and omnichannel analytics to Verint’s already extensive platform—potentially creating a full-stack CX solution rivaling established enterprise SaaS providers.

Analysts see this as Thoma Bravo doubling down on operational AI rather than just backend efficiency tools. The firm’s broader software portfolio includes companies in cybersecurity, enterprise productivity, and automation—indicating a thesis that AI integration will be horizontal across multiple verticals.

The new Verint-Calabrio platform could prove especially compelling for mid-sized enterprises and global brands seeking to automate customer interactions at scale without fragmenting their technology stack.

What are the regulatory and closing timelines for the Thoma Bravo–Verint transaction?

The transaction is expected to close before the end of Verint’s current fiscal year, pending approval from shareholders and regulatory authorities. Jefferies LLC is acting as financial advisor and Jones Day as legal counsel for Verint. Thoma Bravo is advised by Perella Weinberg Partners LP and Santander, with legal counsel provided by Kirkland & Ellis LLP.

Upon completion, Verint will become a privately held entity, no longer subject to SEC reporting obligations or earnings disclosures. The combined entity with Calabrio is expected to pursue aggressive platform integration, product roadmap consolidation, and joint go-to-market efforts.

How did Verint’s stock perform prior to the deal—and what should shareholders expect next?

As of June 25, 2025—before rumors of the deal emerged—Verint shares were trading below $18. The $20.50 per share cash offer therefore reflects a modest but respectable premium, aligning with typical take-private valuations in the software sector, especially for companies nearing product or financial inflection points.

With a 14.5% block vote already committed, shareholder approval appears likely barring any unexpected activist challenge. However, analysts warn that once delisted, liquidity options narrow, and any upside from future AI growth will now benefit Thoma Bravo rather than public market investors.

From a sentiment perspective, Verint’s stock is now in a “locked value” scenario, and trading is likely to remain flat to marginally premium until the deal closes. Volatility will largely hinge on any perceived regulatory hurdles or alternative bids—though none have been announced as of publication.

What happens to Verint’s AI roadmap and product innovation strategy after the acquisition?

Verint has emphasized that the deal will accelerate its ability to deliver AI business outcomes at scale. In the words of CEO Dan Bodner, the transaction “reinforces Verint’s category leadership” in customer experience automation, particularly as more global brands seek to embed AI into their front-office processes.

The combined entity with Calabrio could see faster product rollouts, greater integration with enterprise data systems, and a shift toward platform-as-a-service (PaaS) models that prioritize composability and customization. While the roadmap remains unpublished post-announcement, the messaging suggests Verint’s Open Platform architecture will continue to anchor its next phase of growth under private ownership.