REDWOOD CITY, Calif., Jan. 22 /PRNewswire-FirstCall/ -- Openwave
Systems Inc. (NASDAQ:OPWV), the leading provider of independent
software products and services for the communications industry, today
announced that over the past weekend the Company's Board of Directors
attempted, unsuccessfully, to reach a mutually acceptable settlement
agreement with Harbinger Capital Partners. Bernard Puckett, Chairman of
Openwave's Board, sent the following letter to Howard Kagan, Managing
Director of Harbinger. In response to the letter, representatives of
Harbinger communicated that Harbinger rejected the settlement offer.
The full text of the Board's proposed settlement agreement and letter
to Harbinger will be filed on Form 8K with the Securities and Exchange
Commission today.
Dear Mr. Kagan:
In an effort to move Openwave forward and enable us to focus on our business, we believe that it is in the best interest of all our stockholders to resolve promptly our current differences with Harbinger and to remove any uncertainty regarding the outcome of our Annual Meeting of Stockholders held January 17, 2007. Accordingly, our Board of Directors has unanimously approved the settlement proposal set forth below and has authorized me to communicate it to you.
Proposal
The Board of Directors would promptly be increased by one member to seven members and Mr. James Zucco would be appointed to serve as a Class III director with a three-year term.
2. Harbinger would dismiss the litigation that it brought against the Company in Delaware.
3. Each of the parties would mutually release the others from all claims relating to the nomination and election of directors at the 2006 Annual Meeting.
The terms of this proposal are set forth and embodied in the attached settlement agreement, which the Company is prepared to execute. This proposal will automatically expire and be of no further force or effect at 5:00 Pacific time on Sunday, January 21, 2007 unless a duly executed settlement agreement in the form attached hereto is entered into prior to that time. It will also automatically expire if this settlement proposal is publicly disclosed prior to such time.
In an effort to resolve our issues quickly, I will not address the matters set forth in your letter of January 19, 2007. Suffice it to say that it contains numerous inaccuracies, and we reject the allegations set forth in your letter in all respects.
Please contact our outside counsel, Ken King at Skadden Arps, if you have any questions regarding this proposal.
Sincerely,
Bernard Puckett
Chairman of the Board
About Openwave
Openwave Systems Inc. is the leading independent provider of software solutions that ignite mobility for the communications and media industries.
Openwave empowers its customers to rapidly transform their business by sparking new revenue streams and market opportunities, building loyal subscriber communities and reducing operational costs. Openwave's broad range of IP-based handset-to-network solutions enable the rapid launch of information, communication and entertainment services across networks and devices and include handset software, content delivery, adaptive messaging, location, music and video services. Openwave is a global company headquartered in Redwood City, California. For more information please visit www.openwave.com.
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