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Published on 2/15/2008 in the Prospect News Special Situations Daily.

iPass says Shamrock Activist's claims harmed company's business

By Lisa Kerner

Charlotte, N.C., Feb. 15 - iPass, Inc. lead director Allan R. Spies strongly disagreed with recent assertions made by Shamrock Capital Advisors, Inc., calling the investors' claims "ill advised."

Shamrock has "created a level of uncertainty" in the company that has harmed iPass' ongoing business, Spies wrote in a Feb. 14 letter to Shamrock and filed as part of a form 8-K with the Securities and Exchange Commission.

In its Jan. 9 SEC filing, Shamrock urged the iPass board to immediately begin the process of selling the company, citing the company's disappointing share price performance over the last several years coupled with the company's announcement of a proposed restructuring plan in November.

Spies reiterated that iPass management, guided by the board, led the company through a "fundamental business transformation" that includes an enhanced product set, a compelling new pricing model and restructured operations.

"It is our belief that the proper forum for discussions of strategic matters involving the company is the board room, not the public forum you have chosen," the letter stated.

Shamrock board designees Michael McConnell and Peter C. Clapman, with direct access to iPass' board and management, could have presented their views "without the negative effects that Shamrock's public filing generated."

Clapman has since resigned from his position on the Shamrock advisory panel while McConnell remains a Shamrock vice president.

McConnell and Clapman, retired vice president and chief counsel for TIA-CREF, were appointed to the iPass board in February 2007.

Under an agreement with iPass, Shamrock will have one representative on the iPass board as long as the investor continues to own not less than 3.5% of the company's outstanding common stock and a second representative if Shamrock owns not less than 10% of the outstanding stock, it was previously reported.

Shamrock owns 14% of iPass' outstanding shares.

iPass, located in Redwood Shores, Calif., provides software-enabled enterprise connectivity for remote and mobile workers.


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