Aladdin Knowledge Systems rejects unsolicited offer from Vector Capital affiliates

By Lisa Kerner

Charlotte, N.C., Aug. 28 - The board of directors of Aladdin Knowledge Systems Ltd. determined that the unsolicited proposal from Jasmine Holdco LLC, a Vector Capital portfolio company, to acquire the company for $13 per share in cash "significantly undervalues the company and its prospects for the future."

Jasmine's alternative proposal to acquire the company's digital rights management business for $125 million to $135 million is not in the best interest of Aladdin shareholders, the board said.

Aladdin chairman and chief executive officer Yanki Margalit called the proposals "opportunistic," according to an Aladdin news release.

Jasmine calls for Aladdin shareholder meeting

Jasmine requested that Aladdin call an extraordinary general meeting of shareholders within 56 days to vote on Jasmine's slate of nominees for election to Aladdin's board.

"Aladdin has rejected all of our proposals and has offered no basis for their conclusions and no strategic plan or valuation approach that would result in greater shareholder value than either of the two Jasmine proposals," Jasmine spokesman David Fishman said in a statement released on Thursday.

"The current board and management team do not appear to have a genuine interest in exploring Jasmine's proposals or other value-maximizing avenues for its shareholders," Fishman said.

Credit Suisse Securities (USA) LLC is advising Aladdin.

Aladdin, based in Petach Tikva, Israel, provides security solutions that reduce software theft, authenticate network users and protect against spam and viruses.

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