Sybase to accept nearly 11 million shares in Dutch auction tender offer

By Lisa Kerner

Charlotte, N.C., April 8 - Sybase, Inc. said it expects to accept 10,714,285 shares, or 12.2%, of its common stock for payment at a purchase price of $28 per share in the modified Dutch auction tender offer that ended Monday.

Based on the preliminary count by the depositary for the offer, a total of 45,816,451 shares were properly tendered and not withdrawn at a price of $28, including 21,212,509 shares that were tendered through notice of guaranteed delivery.

Of the shares expected to be accepted, 714,285 would be accepted under Sybase's right to acquire additional shares if the purchase price was less than the maximum of $30 and 10 million or more shares were tendered at the tender offer purchase price, the company said.

The determination of the final number of shares to be used for the proration is subject to confirmation by the depositary, a Sybase news release stated.

On March 10, Sybase announced it began the Dutch auction tender offer to purchase up to $300 million, or 11.6%, of its common stock at a price range of $28 to $30 per share.

It was previously reported that the self-tender is part of an agreement between Sybase and Sandell Asset Management Corp. to avoid a proxy contest at Sybase's 2008 annual meeting on April 15.

The investor had urged Sybase to incur debt to conduct a larger stock buyback and said it planned to nominate three directors for election to the company's board.

The Dublin, Calif., software company's directors and executive officers do not plan to tender any shares in the offer, according to a previous news release.

Merrill, Lynch, Pierce, Fenner & Smith Inc. is the dealer manager for the offer, and the depositary is American Stock Transfer & Trust Co. Innisfree M&A Inc. (877 456-3463) is the information agent.

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