Ramius Capital raises offer to acquire Phoenix Technologies, seeks board replacements

By Lisa Kerner

Charlotte, N.C., Jan. 16 - Ramius Capital Group, LLC subsidiary Admiral Advisors, LLC increased its offer to $5.25 in cash, from its July 5, 2006 offer of $5.05 per share, for the outstanding shares of Phoenix Technologies Ltd.

The non-binding offer is not subject to financing and represents a 13.4% premium to Phoenix's closing share price on Jan. 12, according to a company news release.

Ramius, which owns 9.2% of Phoenix's total shares, filed an amendment to its Schedule 13D with the Securities and Exchange Commission that included a letter to Phoenix's board of directors.

"We believe that Phoenix should not attempt this turnaround as a public company," Ramius executive managing director Jeffrey C. Smith stated in the letter.

"History has shown that this board of directors, when faced with the pressures of being a public company, has responded with poor business decisions that have had disastrous consequences for Phoenix and its stockholders."

Another Ramius affiliate, Starboard Value and Opportunity Master Fund Ltd., which owns 7.7% of Phoenix shares, is seeking to elect an alternate slate of candidates to Phoenix's board that includes John Mutch and Philip Moyer.

Ramius is a New York City-based investment adviser that manages assets of about $7.9 billion.

Phoenix is a computer software company located in Milpitas, Calif.

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