Wolf Pack Descends on BroadSoft

A group of activist investors including Legion Partners, Engaged Capital and Ancora Advisors have been accumulating shares in BroadSoft Inc. (BSFT) in recent weeks, according to people familiar with the situation.

The insurgent investors are eager to see if the communications software firm will conduct a comprehensive evaluation of strategic alternatives, including a sale, they said.

That's a serious possibility as Reuters reported on Aug. 30, citing sources, that BroadSoft is exploring its options, including a possible sale of the company. The report added that the communications software company is working with investment bank Jefferies LLC to advise it on a strategic review and possible sale to another company or a private equity firm.

In addition, other funds that have taken activist actions in the past also own shares, including P2 Capital Partners. P2 Capital and another firm formed a group in 2014 and sought to buy Epiq Systems (EPIQ) for $20 a share, an offer that was later rejected.

In addition, at least one large computer technology company has expressed interested in buying Broadsoft. People familiar with the situation note that Oracle Corp. (ORCL) approached BroadSoft twice over the past three years to see if the company was interested in selling. Oracle and Broadsoft declined to comment. 

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It's very possible that one of the activist funds could launch a battle seeking to install dissident directors should BroadSoft conclude that staying independent made the most sense. Some of the activists, including Engaged Capital, Ancora Advisors and Legion Partners, have a track record that suggests they could instigate a director fight in the months to come to help drive a sale. Engaged Capital has launched 24 campaigns and 12 boardroom battles since 2013; Ancora initiated 37 campaigns and six proxy contests since 2003 and Legion has been involved in 10 campaigns and four director fights since 2012, according to FactSet.

The deadline for nominating directors at the Gaithersburg, Md., company's 2018 annual meeting, is Jan. 27. Collectively a group of activists own roughly 11% of the company's outstanding shares, including recent accumulations, according to people familiar with the situation.

Beyond Oracle, other potential buyers could include Ericsson (ERIC) , Amazon.com Inc. (AMZN) , Salesforce (CRM), Alphabet Inc. (GOOGL) , SAP (SAP) , ZenDesk (ZEN) , Cisco Systems Inc. (CSCO) , Alcatel-Lucent (ALU) and Nokia (NOK) , the sources said. In addition, some BroadSoft customers could be interested as well, they added.

Another large shareholder, buyout shop KKR Investment Management. (KKR) owns a 2.7% stake. The private equity firm's position suggests that it too could be interested in buying BroadSoft.

Also Point72 Asset Management, the family office investment fund operated by billionaire hedge-fund manager Steven Cohen, owns a 1.13% BSFT stake, according to FactSet. Point72 succeeded Cohen's former firm, SAC Capital Advisors, which pleaded guilty to insider trading charges in 2013. As part of a deal with federal prosecutors, Cohen is not allowed to invest other people's money until 2018.

The Deal's Chris Nolter in 2015 included BroadSoft on a list of 15 attractive takeover targets among network technology providers.

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Editors' pick: Originally published Sept. 8.

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