Sybase and Sandell Asset Management Reach Agreement
27 February 2008 - 12:57AM
Business Wire
Sybase, Inc. (NYSE:SY) and Sandell Asset Management Corp.
(�Sandell�), which, together with its affiliates, owns
approximately 6.0% of the Company�s outstanding shares, today
announced that they have reached an agreement which will avoid a
proxy contest at Sybase�s 2008 Annual Meeting of Stockholders.
Under the terms of the agreement, Sybase intends to commence a
modified �Dutch auction� self-tender offer (the �Tender Offer�) to
purchase $300 million worth of its common stock at a price per
share not less than $28.00 and not greater than $30.00. The tender
offer is expected to be completed prior to the Company�s Annual
Meeting on April 15, 2008. Following the completion of the Tender
Offer, Sybase will have a remaining share repurchase authorization
of $82.9 million and the Company has agreed with Sandell to use
reasonable best efforts to complete the repurchase of shares with
this repurchase authorization prior to the Company�s 2009 Annual
Meeting. Based on the mid-point of the Tender Offer price range,
the $300 million Tender Offer represents approximately 11.6% of the
Company�s total market capitalization. The Tender Offer is expected
to result in accretion to the Company�s 2008 earnings per share.
Including the Tender Offer, Sybase will have repurchased a total of
$811 million of its common stock since 2004. As part of the
agreement, Sandell has agreed not to solicit proxies in connection
with Sybase�s 2008 Annual Meeting, to vote its shares in support of
all of the Sybase Board's director nominees at the 2008 Annual
Meeting and the 2009 Annual Meeting and to abide by certain
standstill provisions through the completion of the 2009 Annual
Meeting. "We are pleased that this matter has been resolved in a
manner that serves the best interests of all Sybase stockholders,�
said John Chen, chairman, CEO, and president of Sybase. �The tender
offer is enabled by Sybase�s strong, consistent cash flow and
demonstrates our ongoing commitment to enhancing value for our
stockholders. Our Board of Directors and management are focused on
continuing our proven record of execution and building upon
Sybase�s leadership in the Unwired Enterprise market.� �We are
pleased that we were able to work constructively with Sybase with
the shared goal of enhancing shareholder value,� said Thomas
Sandell, founder and CEO of Sandell Asset Management Corp. �We
believe this settlement is in the best interest of all shareholders
and demonstrates a confidence on the part of management and the
Board in the value of Sybase. We fully support the implementation
of the tender offer.� The $300 million Tender Offer, which has been
authorized by Sybase�s Board of Directors, will be funded with
available cash on hand. The Sybase 2008 Annual Meeting of
Stockholders will be held on Tuesday, April 15, 2008, beginning at
9:00 a.m. Pacific Time, at the Company�s corporate headquarters
located at One Sybase Drive, Dublin, California 94568. The record
date for determining eligibility to vote at the 2008 Annual Meeting
was February 15, 2008. The complete agreement will be included as
an exhibit in the Company�s Form 8-K to be filed with the
Securities and Exchange Commission. About Sybase, Inc. Sybase is
the largest global enterprise software company exclusively focused
on managing and mobilizing information from the data center to the
point of action. Sybase provides open, cross-platform solutions
that securely deliver information anytime, anywhere, enabling
customers to create an information edge. The world�s most critical
data in commerce, finance, government, healthcare, and defense runs
on Sybase. For more information, visit the Sybase Website at
http://www.sybase.com. About Sandell Asset Management Sandell Asset
Management Corp. is a multi-billion dollar global investment
management firm, founded by Thomas E. Sandell, which focuses on
global corporate events and restructurings throughout North
America, Continental Europe, the United Kingdom, Latin America and
the Asia-Pacific theatres. Sandell frequently will take an "active
involvement" in facilitating financial or organization improvements
accruing to the benefit of investors. Forward-Looking Statements
Certain statements in this release concerning Sybase, Inc. and its
expectations, including statements regarding the modified Dutch
auction tender offer and Sybase's future financial performance, are
forward-looking and involve a number of uncertainties and risks.
Factors that could cause actual events or results to differ
materially from those suggested by these forward-looking statements
include, but are not limited to the acceptance of the tender offer
by Sybase stockholders; the performance of the global economy and
growth in software industry sales; market acceptance of the
company�s products and services; customer and industry analyst
perception of the company and its technology vision and future
prospects; the success of certain business combinations engaged in
by the company or by competitors; political unrest or acts of war;
possible disruptive effects of organizational or personnel changes;
and other factors described in Sybase, Inc.�s reports filed with
the U.S. Securities and Exchange Commission, including its annual
report on Form 10-K for the year ended December 31, 2006 and Form
10-Q for the quarters ended March 31, 2007, June 30, 2007, and
September 30, 2007. Additional Information and Where to Find it
Sybase and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of Sybase in connection with the election of directors and other
matters proposed at Sybase�s 2008 Annual Meeting of Stockholders.
Information regarding the interests, if any, of these directors and
executive officers in these matters is set forth in the filing made
by Sybase pursuant to Rule 14a-12 of the Securities Exchange Act on
January 24, 2008. In connection with its 2008 Annual Meeting of
Stockholders, Sybase will distribute a definitive proxy statement
to stockholders. In addition, Sybase files annual, quarterly and
special reports, proxy and information statements, and other
information with the Securities and Exchange Commission (the
�SEC�). You are urged to read the proxy statement and other
information when they become available because they contain
important information about Sybase and the proposals presented at
the 2008 Annual Meeting of Stockholders. These documents are
available free of charge at the SEC�s web site at www.sec.gov or
from Sybase at www.sybase.com. This communication is for
information purposes only and is not an offer to purchase or the
solicitation of an offer to sell any common stock. The full details
of the tender offer, including complete instructions on how to
tender shares, along with the letter of transmittal and related
materials, are expected to be mailed to stockholders promptly
following commencement of the offer. Stockholders should carefully
read the offer to purchase, the letter of transmittal and other
related materials when they are available because they will contain
important information. Stockholders may obtain free copies, when
available, of the tender offer statement and other filed documents
relating thereto that will be filed by the Company with the U.S.
Securities and Exchange Commission at the Commission�s website at
www.sec.gov. When available, stockholders also may obtain a copy of
these documents, free of charge, from the Company�s information
agent to be appointed in connection with the offer. Stockholders
are urged to read these materials carefully prior to making any
decision with respect to the tender offer. Sybase is a trademark of
Sybase, Inc., or its subsidiaries. All other names may be
trademarks of the companies with which they are associated.
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