Sandell Notifies Sybase of Intention to Nominate Alternative Slate of Directors at 2008 Annual Meeting
28 Diciembre 2007 - 7:25AM
PR Newswire (US)
NEW YORK, Dec. 28 /PRNewswire/ -- Sandell Asset Management Corp.
("Sandell") announced that it has notified Sybase, Inc. (the
"Company") (NYSE:SY) of its intention to nominate three highly
qualified independent candidates for election to the board of
directors at the 2008 annual meeting of stockholders. This action
follows the letter and presentation sent to the Company on October
12th, 2007 that detailed specific actions Sandell believed the
Company should take to improve value for all shareholders.
Specifically, Sandell requested that the Company's management and
board of directors immediately take one or more of the following
actions: 1. IPO and spin-off 100% of Mobility segment 2. Aggressive
use of the balance sheet to repurchase shares 3. Sale of the
Company in whole or in part Since that time, the Company has taken
no discernable action on any of these initiatives, nor has it taken
any of its own actions to improve value. Sandell continues to
believe that the actions detailed in its letter and presentation
would materially improve the Company's valuation to the benefit of
all shareholders. Sandell and its affiliates currently intend to
conduct a proxy solicitation seeking to elect this minority slate
to the board. "We have attempted to encourage the Company, both
publicly and privately, to take action to improve its current
discounted share price, but have been very frustrated by the
apparent complacency of the board and management toward creating
value. We feel that shareholder representation on the board is
warranted to ensure that all alternatives are considered and a
course of action is taken to close the gap between the current
share price and its inherent value," said Thomas E. Sandell,
founder, principal and Chief Executive Officer of Sandell Asset
Management Corp. "We still hope to work constructively with the
Company to improve the value for all shareholders." Sandell's
director nominees for the 2008 annual meeting of stockholders are:
Nick Graziano is a Managing Director of Sandell Asset Management
Corp., an investment manager, and has over 12 years of financial
management experience. Mr. Graziano has been with Sandell since
September 2006. From February 2004 to July 2006, Mr. Graziano was
an investment analyst with Icahn Partners, the primary investment
vehicle of Carl C. Icahn. From February 2002 to February 2004, Mr.
Graziano was an analyst with March Partners LLC, a global event-
driven hedge fund. From 1995 to 2001, Mr. Graziano held positions
in the Investment Banking Departments of Thomas Weisel Partners and
Salomon Smith Barney. Mr. Graziano earned a BA in Economics from
Duke University in 1994 and an MBA in Finance from Duke University
in 1995. Mr. Graziano currently serves on the Boards of Directors
of WCI Communities, Inc. (NYSE:WCI), InfoSpace, Inc. (NASDAQ:INSP)
and previously served on the board of directors of WestPoint
International, Inc. and HowStuffWorks, Inc. John S. McFarlane has
been active in the high technology industry for over 25 years
primarily in the software and systems business. He is currently a
Board member and the interim President and Chief Executive Officer
at Exar Corporation, a fabless semi-conductor company. He has
served as a Director of Pitney Bowes Inc., a $6 billion mailstream
technology & document management company since 2000. In 2004
and 2005, Mr. McFarlane was the Chairman and Chief Executive
Officer of Ascendent Systems, a private communications software
company acquired by Research in Motion. From 2003 to 2005, Mr.
McFarlane served as a member of the Board for Creo Inc., a supplier
of digital pre-press equipment that was sold to Kodak in June of
2005. He has also been a member of the Board at Objectivity Inc. a
leader in object oriented data management software since 1999.
Previously Mr. McFarlane held executive positions at Sun
Microsystems including President of the Software Division, and also
held executive positions at Nortel Networks. Mr. McFarlane holds an
MBA and B.Sc. degree. Jonathan Macey has, since 2004, been the Sam
Harris Professor of Corporate Law, Corporate Finance and Securities
Law at the Yale Law School, and Professor in the Yale School of
Management. Professor Macey is Deputy Dean of Yale Law School and a
member of the Board of Directors of the Yale Law School Center for
the Study of Corporate Law. Professor Macey also serves as Chairman
of the Yale University Advisory Committee on Investor
Responsibility, which develops recommendations for presentation to
the Yale Corporation concerning ethical investing by Yale's
endowment at annual corporate meetings. Professor Macey currently
serves on the Boards of Directors of WCI Communities, Inc.
(NYSE:WCI). Professor Macey was also the President of the
non-profit Yale Law Journal Corporation until June 2007. From 1990
to 2004, Professor Macey was the J. DuPratt White Professor of Law
at Cornell Law School, and from 2002 to 2004, Professor of Law
& Business Administration at the Johnson Graduate School of
Business at Cornell University. From 1998 to 1999, Professor Macey
was a director of Telxon Corporation, a designer, manufacturer,
integrator and marketer of wireless and portable tele- transaction
computers and systems. For ten years, Professor Macey served as
Reporter for the American Bar Association's Committee on Corporate
Laws' Model Business Corporation Act Revision Project, the
principal professional body concerned with reforming and improving
the statutes that govern corporate entities. In 1977, Professor
Macey received a Bachelor of Arts degree in Economics, cum laude,
from Harvard College, and in 1982, a Juris Doctor degree from the
Yale Law School. In 1996, Professor Macey received a Ph.D. (Law)
(honoris causa) from the Stockholm School of Economics. About
Sandell Asset Management Corp. Sandell Asset Management Corp. is a
multi-billion dollar global investment management firm, founded by
Thomas E. Sandell, that 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. Disclaimer This release is for general
informational purposes only. It does not have regard to the
specific investment objective, financial situation, suitability, or
the particular need of any specific person who may view it, and
should not be taken as advice on the merits of any investment
decision. The views expressed herein represent the opinions of
Sandell and are based on or derived from publicly-available
information and third party reports with respect to Sybase, Inc.
("the Company"). Sandell has not sought or obtained consent from
any third party to use any statements or information as having been
obtained or derived from statements made or published by third
parties. Any such statements or information should not be viewed as
indicating the support of such third party for the views expressed
herein. No warranty is made that data or information, whether
derived or obtained from publicly-available sources or from any
third party, are accurate. Sandell shall not be responsible or have
any liability for any misinformation contained in any
publicly-available sources or third party report. There is no
assurance or guarantee with respect to the prices at which any
securities of the Company will trade, and such securities may not
trade at prices that may be implied from this letter. Any
estimates, projections and pro forma information set forth are
based on assumptions that Sandell believes to be reasonable, but
there can be no assurance or guarantee that actual results or
performance of the Company will not differ, and such differences
may be material. Sandell does not recommend the purchase or sale of
any security. Under no circumstances is this letter to be used or
considered an offer to sell or a solicitation of an offer to buy
any security. Sandell currently holds shares of common stock of the
Company. Sandell manages funds and accounts that are in the
business of buying and selling public securities. It is possible
that there will be developments in the future that cause Sandell
from time to time to sell all or a portion of its shares in open
market transactions or otherwise (including via short sales), buy
additional shares (in open market or privately negotiated
transactions or otherwise), or trade in options, puts, calls or
other derivative instruments relating to such shares. DATASOURCE:
Sandell Asset Management Corp. CONTACT: Thomas Sandell of Sandell
Asset Management Corp., +1-212-603-5700
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