Openwave Affirms Standalone Plan

It continues to regard a buyout offer as inadequate.
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Openwave Systems


said the execution of its

newest standalone plan is under way, reiterating that a private equity buyout offer is inadequate.

The $8.30-a-share offer made by Harbinger Capital Partners will expire Thursday and requires all of the 40.4 million outstanding shares be tendered to Harbinger.

John Dooley, a Harbinger spokesman, said Tuesday he couldn't provide an updated number of shares tendered to date. The hedge fund had previously reported that an insignificant number of shares had been offered.

Openwave also said it plans to significantly increase its board "by adding individuals with relevant applications or operator experience."

That comment seems to respond to Harbinger's recent move of producing a tech-heavy slate of names for the board should its tender offer succeed. Those names, announced last week, include, among others, Charles Parrish, a co-founder and former vice president of Openwave when it was; Tom Wheeler, a managing director of Core Capital Partners and former CEO of the Cellular Telecommunications & Internet Association; and Robert Geiman, a general partner at the largest stockholder in Chicago-based

BridgePort Networks


Harbinger has

outlined plans for merging Openwave with BridgePort and appointing BridgePort's CEO to run the company.

Openwave also projected revenue of $300 million for fiscal year 2008, which begins July 1, slightly below analysts' estimates of $312 million.

Shares in Redwood City, Calif.-based Openwave have plunged below $7 from $10.19 on June 1, the day before the company announced it was rejecting Harbinger's offer and that it had not found an alternate buyer.

Openwave shares were recently up 6 cents to $6.82.

The company braves on, reminding investors that management has its own direction, which incorporates some of the same destinations Harbinger's team has discussed.

"We strongly believe that our next-generation products, experienced management team, reduction in operating expenses, and cash resources position Openwave for future success," CEO Robert Vrij said in a statement. "We are also making progress with our ... joint go-to-market relationships with a number of industry-leading IMS

IP multimedia subsystem communication vendors."

On a conference call with investors on June 7, BridgePort CEO Mike Mullica said that under his leadership the company would devise a roadmap toward IMS for telecom operators. IMS is a reference architecture for networks that combine telephony and multimedia.

Analysts continue to register disappointment with the company's direction. On June 13, T. Michael Walkley, senior analyst with Piper Jaffray, lowered his target price on the stock to $7.

"We were disappointed Openwave was unable to finalize any strategic alternatives and continue to believe the near-term fundamentals remain challenging for Openwave in the absence of a clear strategic roadmap," Walkley wrote. The key to Openwave's strategy rests on new products gaining traction in the market and keeping costs down, he added.

Walkley wrote he doubts Harbinger's bid will succeed with shareholders.