Openwave Board Mulls Harbinger's Offer

The board of Openwave Systems(OPWV Quote) is considering a take-under proposal by Harbinger Capital Partners that offers $8.30 per share, but with the carrot of potential dividends later.

Shares of the telecom software company closed Tuesday up 63 cents, or 7.3%, at $9.28, on volume of 10.7 million shares. The stock continued to trade at $9.25 after hours. Harbinger said it wants to acquire up to 40.4 million shares, which would give it a 62% ownership stake; it already owns 13%.

The board will advise shareholders of its position on the offer within 10 days, as required. In recent months, the board announced it was seeking strategic alternatives for the company.

If successful, Harbinger said it would replace management and the board, and recommend that Redwood City, Calif.-based Openwave acquire BridgePort Networks and appoint its CEO, Mike Mulica, to lead the combined company.

Openwave CEO David Peterschmidt left the company in March, and Executive VP Robert Vrij was appointed to succeed him.

In 2006, Openwave began collaborating with telecom software maker Bridgeport.

Harbinger suggested that if 100% of stockholders tender their shares for cash, they also "have the potential for near-term special dividend distributions from cash on hand and the sale of non-core businesses."

Harbinger, whose offer expires June 19, has been fighting the board over governance issues.