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Published on 7/2/2007 in the Prospect News Special Situations Daily.

Fair Isaac reviewing shareholder letter calling for possible sale of company

By Jennifer Lanning Drey

Portland, Ore., July 2 - Fair Isaac Corp. is aware of shareholder Sandell Asset Management Corp.'s letter calling for the possible sale of the company and is in the process of reviewing the letter, Fair Isaac spokesperson Craig Watts told Prospect News Monday.

Watts was unable to provide a timeframe for how long the review is expected to take.

As previously reported, Sandell sent a letter to Fair Isaac's board of directors suggesting the company hire a financial adviser to help it consider actions aimed to improve shareholder value, including a partial or complete sale of the company or a leveraged recapitalization as a public company.

The letter was included as part of a schedule 13D filing with the Securities and Exchange Commission.

"While the operational turnaround is in process, there is no reason for the board not to be open to incoming expressions of interest from potential buyers or their financial advisers," the shareholder told the board.

Sandell also encouraged the company to be aggressive in its existing stock repurchase program, saying, "We think that a reasonable amount of leverage would be appropriate based on the cash flow strength of the company."

The shareholder ended the letter by telling the board that if Fair Isaac is unduly resistant to approaches by potential buyers, Sandell would "seek changes for the benefit of all shareholders."

The shareholders led by Sandell Asset Management beneficially own 2.874 million shares, or 5.00%, of the company's outstanding stock.

Fair Isaac's other major shareholders include FMR Corp. with 8.387 million shares, or a 14.51% stake; Kayne Anderson Rudnick Investment Management LLC with 3.319 million shares, or a 5.86% stake; Barclays Global Investors UK Holdings Ltd. with 2.855 million shares, or a 5.00% stake; Neuberger Berman LLC with 3.396 million shares, or a 5.99% stake; Neuberger Berman Inc. with 3.396 million shares, or a 5.99% stake; Neuberger Berman Management with 2.773 million shares, or a 4.89% stake; and Neuberger Berman Equity Fund with 2.746 million shares, or a 4.85% stake, according to various schedule 13G filings made with the SEC.

Fair Isaac is a Minneapolis-based provider of analytic, software and data management products and services in four segments: strategy machine solutions, scoring solutions, professional services and analytic software tools.


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