Akamai Settles With Elliott to Add Directors, Hike Buyback

Akamai Technologies Inc. (AKAM)  , settled Thursday with Elliott Management Corp.'s Paul Singer in a deal that installs two activist-backed directors to the technology company's board and hikes its stock buyback program to $750 million, in a move that comes after the insurgent investor pushed for consideration of a "sale process."

As part of the settlement, Akamai plans to add two directors: Tom Killalea, who previously served as Amazon.com Inc.'s (AMZN) first chief information security officer, and one to be named later. The agreement would expand the size of the board to 13 from 11.

Cambridge Mass.-based Akamai has long played a key role in the plumbing that supports video watching and live streaming. More recently, the company has made a push into cybersecurity services to tap into corporate America's effort to protect itself from hacks.

As part of the deal, Akamai agreed to set up a financial operating subcommittee and it set a much-higher operating margin goal of 30% by 2020. The technolgoy company also agreed to hire a "nationally recognized" consulting firm to help it. In addition, Akamai hiked its stock buyback program by about $417 million, raising the amount that it plans to distribute by year-end to $750 million, according to a release.

Most importantly, TheStreet has learned that a strategic review process Akamai reportedly started earlier this year is ongoing and could ultimately result in a sale of the whole company even though there was no mention of any review in the release Thursday. Akamai reportedly hired Morgan Stanley earlier this year to advise it on a strategic review.

In addition, according to a person familiar with the situation, it is unlikely that Akamai will seek to break up the company as some had speculated previously. That's because the company's networking business is inextricably linked to its media delivery and security operations.

The inclusion of Killalea, the ex-Amazon employee, to Akamai's board suggests that Elliott may be seeking to convince Amazon to buy the network and security business. Akamai has an international network of about 300,000 servers around the globe, which could be attractive to Amazon, which is seeking to provide services and security to customers internationally.

In addition, Akamai director Naomi Seligman also sits on the board of Oracle Corp., (ORCL) the multinational computer technology company that may also find an interest in buying Akamai.

Elliott Could 'Crystalize' Akamai Campaign Soon

Elliott launched an activist campaign at the company in December, suggesting that there are numerous "operational and strategic" opportunities to maximize shareholder value at Akamai, including a consideration of "a sale process." The fund, which reported a 6.5% stake, said at the time that it planned to communicate with "potential acquirers." 

The settlement was reached, not surprisingly, on the date of the deadline to nominate directors, which indicates that Elliott had been just about to pull the trigger on a director-election proxy fight to push for change had it not reached the agreement Thursday.

It is possible that the soon-to-be-created financial operations subcommittee could consider strategic options.

Eleazer Klein and Marc Weingarten, partners at Schulte Roth & Zabel LLP, are providing legal advice to Elliott Management in its effort.

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