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Published on 2/21/2008 in the Prospect News Special Situations Daily.

Sybase rejects Sandell Asset's 'short-sighted' proposal for larger stock buyback

By Lisa Kerner

Charlotte, N.C., Feb. 21 - Sybase, Inc. said it believes Sandell Asset Management's proposal for a larger stock buyback, a separation of the company's mobility and database businesses or an auction of Sybase are "short-sighted, inadvisable and ill-timed," it was reported in an 8-K filing with the Securities and Exchange Commission Thursday.

Sybase recently addressed, via conference calls, Sandell's concerns regarding the company's strategic direction, balance sheet and cash position.

Previously, Sandell 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 at the 2008 annual meeting.

Sybase, in response to the 6% stockholder, said it believes it is important to preserve "an appropriate level of cash" given current macroeconomic uncertainty and to take advantage of potential acquisitions.

The company reported a current worldwide cash balance of $735 million. Its available cash balance is about $700 million.

The Dublin, Calif., software company cited the current economic environment, Sybase's repurchase of a total of $511 million of common stock since 2004 and 14 consecutive quarters of earnings per share exceeding Wall Street consensus estimates.


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