Harbinger offers to buy controlling interest in Openwave for $335 million

By Lisa Kerner

Charlotte, N.C., May 22 - Openwave Systems, Inc. investors Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, LP offered to purchase 40,389,560 shares of the company's stock for $8.30 per share in cash, or about $335 million, through its subsidiary Oreo Acquisition Co., LLC.

Harbinger currently owns 11,110,000 shares, or approximately 13% of the Redwood City, Calif., software company's outstanding stock. The completed offer would give Harbinger a 62% stake in the company.

"Almost two months ago, Openwave's former chief executive officer resigned and the existing Openwave board announced it was exploring strategic alternatives and options to enhance shareholder value, including a possible sale of the company," Harbinger managing director Howard Kagan said in a company news release.

"The Harbinger offer represents an attractive opportunity for stockholders to receive full value for their investment. Assuming 100% of stockholders tender, each stockholder will receive an immediate upfront cash payment, the potential for near-term special dividend distributions from cash on hand and the sale of non-core businesses, and a continuing stake in Openwave equity along with Harbinger."

If Harbinger acquires control of Openwave, it intends to recommend that the company acquire BridgePort Networks.

"Harbinger has developed a revitalization plan to drive sustainable, long- term profitable growth, particularly in software licensing revenue through the combination of Openwave and BridgePort," Kagan added.

The offer, which is not conditioned upon financing, expires at midnight ET on June 19.

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