SYBASE AND XXXXXXX ASSET MANAGEMENT REACH AGREEMENT
COMPANY TO COMMENCE $300 MILLION MODIFIED "DUTCH AUCTION" SELF-TENDER OFFER
XXXXXXX AGREES TO SUPPORT SYBASE DIRECTORS AND ABIDE BY CERTAIN STANDSTILL
PROVISIONS THROUGH 2009 ANNUAL MEETING
DUBLIN, CALIF., FEBRUARY 26, 2008 - Sybase, Inc. (NYSE: SY) and Xxxxxxx 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 Xxxxxxx 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, Xxxxxxx 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 Xxxx Xxxx, 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 Xxxxxx Xxxxxxx, founder and
CEO of Xxxxxxx 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 Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000. 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
xxxx://xxx.xxxxxx.xxx.
ABOUT XXXXXXX ASSET MANAGEMENT
Xxxxxxx Asset Management Corp. is a multi-billion dollar global investment
management firm, founded by Xxxxxx X. Xxxxxxx, which focuses on global corporate
events and restructurings throughout North America, Continental Europe, the
United Kingdom, Latin America and the Asia-Pacific theatres. Xxxxxxx 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 xxx.xxx.xxx or from Sybase
at XXX.XXXXXX.XXX.
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 XXX.XXX.XXX. 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.
# # #
FOR SYBASE, INC: FOR XXXXXXX ASSET MANAGEMENT:
FINANCIAL INQUIRIES: Xxxxxx Xxxxxxx, 000-000-0000
--------------------
Xxxxxxx Xxxx, 000-000-0000
xxxxxxx.xxxx@xxxxxx.xxx
Xxxxx Xxxxxx, 000-000-0000
xxxxx.xxxxxx@xxxxxx.xxx
PRESS INQUIRIES:
----------------
Xxxx Xxxxxx, 000-000-0000
xxxx.xxxxxx@xxxxxx.xxx
