Ramius
Discloses Nomination of Four Director Candidates for Phoenix Technologies Board
at 2010 Annual Meeting
NEW YORK,
Nov. 12 /PRNewswire/ -- RCG Starboard Advisors, LLC, a subsidiary of Ramius LLC
(collectively, "Ramius"), today announced that it has nominated a slate of four
highly qualified candidates for election to the Board of Directors of Phoenix
Technologies Ltd. ("Phoenix" or the "Company") (Nasdaq: PTEC - News) at the
Company's 2010 Annual Meeting of Stockholders. Ramius, which beneficially owns
approximately 13.8% of the common stock of Phoenix, detailed its intention in a
written notice to the Company dated November 9, 2009.
The
nomination letter has been filed with the SEC and can be viewed on the SEC's
website by clicking here.
About
Ramius LLC
Ramius
LLC is an investment advisor that manages assets in a variety of alternative
investment strategies. Ramius LLC is headquartered in New York with offices
located in London, Luxembourg, Tokyo, Hong Kong and Munich.
CERTAIN
INFORMATION CONCERNING THE PARTICIPANTS
Ramius
Value and Opportunity Master Fund Ltd ("Value and Opportunity Master Fund"),
together with the other participants named herein, intends to make a preliminary
filing with the Securities and Exchange Commission ("SEC") of a proxy statement
and accompanying proxy card to be used to solicit votes for the election of a
slate of director nominees at the 2010 annual meeting of shareholders of Phoenix
Technologies Ltd., a Delaware corporation (the "Company").
VALUE AND
OPPORTUNITY MASTER FUND ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The
participants in this proxy solicitation are Value and Opportunity Master Fund,
RCG PB, Ltd ("RCG PB"), Ramius Enterprise Master Fund Ltd ("Enterprise Master
Fund"), Ramius Advisors, LLC ("Ramius Advisors"), RCG Starboard Advisors, LLC
("RCG Starboard Advisors"), Ramius LLC ("Ramius"), Cowen Group, Inc. ("Cowen"),
RCG Holdings LLC ("RCG Holdings"), C4S & Co., L.L.C. ("C4S"), Peter A.
Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Dale L. Fuller,
Jeffrey C. Smith, Edward Terino and Kenneth H. Traub.
As of the
close of business on November 11, 2009, Value and Opportunity Master Fund
beneficially owned 2,342,344 shares of Common Stock, RCG PB beneficially owns
1,830,959 shares of Common Stock and Enterprise Master Fund beneficially owned
646,366 shares of Common Stock. RCG Starboard Advisors (as the investment
manager of Value and Opportunity Master Fund) is deemed to be the beneficial
owner of the 2,342,344 shares of Common Stock owned by Value and Opportunity
Master Fund. Ramius Advisors (as the investment advisor of each of Enterprise
Master Fund and RCG PB) is deemed to be the beneficial owner of the 646,366
shares of Common Stock owned by Enterprise Master Fund and the 1,830,959 shares
of Common Stock owned by RCG PB. Ramius (as the sole member of each of RCG
Starboard Advisors and Ramius Advisors), Cowen (as the sole member of Ramius),
RCG Holdings (as the majority shareholder of Cowen), C4S (as the managing member
of RCG Holdings) and Messrs. Cohen, Stark, Strauss and Solomon (as the managing
members of C4S) are deemed to be the beneficial owners of the 2,342,344 shares
of Common Stock owned by Value and Opportunity Master Fund, the 1,830,959 shares
of Common Stock owned by RCG PB and the 646,366 shares of Common Stock owned by
Enterprise Master Fund. Messrs. Cohen, Stark, Strauss and Solomon share voting
and dispositive power with respect to the shares of Common Stock owned by Value
and Opportunity Master Fund, RCG PB and Enterprise Master Fund by virtue of
their shared authority to vote and dispose of such shares of Common
Stock.
As of the
close of business on November 11, 2009, Mr. Fuller directly owned 100,000 shares
of Common Stock of the Company.
As of the
close of business on November 11, 2009, Mr. Smith did not directly own any
shares of Common Stock of the Company.
As of the
close of business on November 11, 2009, Mr. Terino directly owned 15,827 shares
of Common Stock of the Company.
As of the
close of business on November 11, 2009, Mr. Traub directly owned 1,105 shares of
Common Stock of the Company.
As
members of a "group" for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, each of the participants in this proxy
solicitation is deemed to beneficially own the shares of Common Stock of the
Company beneficially owned in the aggregate by the other participants. Each of
the participants in this proxy solicitation disclaims beneficial ownership of
such shares of Common Stock except to the extent of his or its pecuniary
interest therein.
Media
Contact:
Peter
Feld / Ramius LLC / (212) 201-4878
Gavin
Molinelli / Ramius LLC / (212) 201-4828