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Published on 9/18/2008 in the Prospect News Special Situations Daily.

Aladdin Knowledge to hold special meeting Oct. 23 at shareholder's request

By Lisa Kerner

Charlotte, N.C., Sept. 18 - Aladdin Knowledge Systems Ltd. will hold an extraordinary general meeting of shareholders at the request of Jasmine Holdco LLC. The meeting will be held at 5 a.m. ET on Oct. 23 at the company's offices, and the record date for the meeting is Sept. 23.

Jasmine is an affiliate of Vector Capital. SafeNet, Inc., a Vector wholly owned subsidiary, is an Aladdin competitor.

At the meeting, shareholders will be asked to consider Jasmine's proposal to replace all of Aladdin's board members except the two appointed in accordance with the Israeli Companies Law.

According to Aladdin, Jasmine is seeking control of its board of directors to possibly pursue a sale of Aladdin.

Jasmine, a 13.99% shareholder, has not provided Aladdin's nominating committee with information regarding the proposed nominees, an Aladdin news release said.

Aladdin's proxy solicitor is D.F. King & Co., Inc. (800 207-3158).

It was previously reported that Aladdin's board rejected Jasmine's proposal to acquire the company for $13 per share in cash. The board also determined that Jasmine's alternative proposal to buy the company's digital rights management business for $125 million to $135 million was not in the best interest of Aladdin shareholders, a prior news release said.

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


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