MILPITAS, Calif., Jan 17, 2007 (BUSINESS WIRE) -- Phoenix Technologies Ltd. (NASDAQ:PTEC) today announced that its board of directors has rejected the offer of its largest shareholder, Ramius Capital Group, L.L.C. to acquire all of Company's outstanding shares in an all-cash transaction for $5.25 per share.
The text of the letter sent to Admiral Advisors, LLC, a subsidiary of Ramius Capital Group, L.L.C. follows:
January 16, 2007
Admiral Advisors, LLC
Attn: Jeffery C. Smith,
Executive Managing Director
666 Third Avenue, 26th Floor
New York, NY 10017
Ladies and Gentlemen:
We appreciate your interest and belief in the long-term prospects
of Phoenix Technologies. We recognize that you have invested
substantial time over the past year evaluating our Company, including
recently spending time with our new management team and conducting
significant due diligence to gain a deep understanding of our business
and future plans. It is clear that, from this work, you see the
long-term value of Phoenix Technologies and of the new strategic plan
that our Board of Directors has approved and the new management team
has begun to implement.
As you know from these prior meetings and due diligence sessions
with you, in 2006 (and prior to your initial letter to the Company)
our Board of Directors began to construct and implement a
comprehensive long-term plan to generate increased stockholder value.
Specifically, our Board has (1) recruited a new CEO and a new
executive team; (2) materially reduced the Company's total cost
structure by almost 40%; (3) retained professional financial advisors
to assist it in assessing strategic alternatives and analyzing the
Company's long-term value; and (4) adopted a strategic plan that
emphasizes the Company's leadership position in the core system
software business. We continue to review, refine and execute our plan
and are optimistic about our prospects. Your offer indicates that you
too see the strong potential for Phoenix Technologies, given its
market position, prospects, strategic plan and management strength.
As you know, our Board of Directors met in December 2006 and
specifically rejected your December proposal that indicated a purchase
price range of $5.25 to $5.35 per share. Since then we have reiterated
to you on several occasions our Board's confidence in the Company's
potential to yield significantly more value to stockholders than your
proposed offers, including your revised offer of $5.30 per share made
verbally last week and the $5.25 per share offer made today. With
Woody Hobbs, our new CEO, and his team leading the way, we believe our
stockholders are poised to recognize the benefits of our strategic
plan, and do not believe that our status as a public company will
hinder our ability to fully deliver on that plan.
It is the fiduciary responsibility of our Board of Directors to
ensure that all stockholders are able to fully participate in the
value that you see in our Company, rather than delivering that value
to any single stockholder or group. We welcome the enthusiasm that you
share for the true potential value of Phoenix, and seek to permit all
stockholders to fully share in that value.
Very truly yours,
PHOENIX TECHNOLOGIES LTD.
David Dury
Chairman of the Board of Directors
About Phoenix Technologies Ltd.
Phoenix Technologies Ltd. (NASDAQ:PTEC) is the global market leader in system firmware that provides the most secure foundation for today's computing environments. The Company established industry leadership with its original BIOS product in 1979, and today has 149 technology patents, has shipped in over one billion systems, and continues to ship in over 125 million new systems each year. The company's breakthrough solution, TrustedCore, is the only independent firmware that enables hardware vendors to bring secure devices to market with the latest advances in Microsoft operating systems. The PC industry's top builders and specifiers trust Phoenix to pioneer open standards and deliver innovative solutions to help them accelerate time to market, differentiate products and increase profits. Phoenix is headquartered in Milpitas, California with offices worldwide. For more information, visit www.phoenix.com.
Phoenix, Phoenix Technologies, the Phoenix Technologies logo, and Recover Pro are trademarks and/or registered trademarks of Phoenix Technologies Ltd. All other trademarks are the property of their respective owners.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
With the exception of historical information, the statements set forth above include forward-looking statements that involve risk and uncertainties. All forward-looking statements included in this document are based upon information available to the Company as of the date hereof, and the Company assumes no obligation to update any such forward looking statement. Factors that could cause actual results to differ materially from those in the forward looking statements are discussed in the Company's filings with the Securities and Exchange Commission.
SOURCE: Phoenix Technologies Ltd.
Phoenix Technologies Ltd.
Shauli Chaudhuri, 408-570-1060
VP, Marketing
Shauli_chaudhuri@phoenix.com
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