Embarcadero investors led by Chap-Cap Activist Partners increase stake to 9.3%, seek merger agreement

By Lisa Kerner

Charlotte, N.C., March 7 - Embarcadero Technologies, Inc. investors led by Chap-Cap Activist Partners Master Fund, Ltd. purchased 867,512 common shares of the company for $5,270,656 and 1,555,344 common shares for $9,691,348, according to a schedule 13D filing with the Securities and Exchange Commission.

Chap-Cap Activist Fund, Chapman Capital LLC and affiliated reported persons beneficially own a total of 2,422,856 shares, or 9.3%, of all of the outstanding shares of Embarcadero's common stock.

Chapman Capital's managing member Robert L. Chapman, Jr. said the failure of Embarcadero's board to consummate a merger transaction would result in the board being replaced by the company's owners. Chapman also noted that the current board owns no shares of the company stock, according to the SEC filing.

Embarcadero been in discussions with an affiliate of Thomas Cressey Equity Partners to sell to company for $8.38 per share, but the merger was mutually terminated.

If there is no definitive merger agreement in place by March 30, Chapman plans to file an amended schedule 13D that includes a letter to the board making public the results of Chapman Capital's investigation into the board and company management.

Chapman is continuing to contact "various individual and institutional past and present owners" of Embarcadero in light of the company's ongoing Nasdaq delisting risk and its failure to announce full earnings results for the fourth quarter ended Dec. 31.

Embarcadero is a San Francisco data management company.

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