Ramius Group Reaffirms Its Commitment to Maximizing Value for All Phoenix Technologies Stockholders.Urges Phoenix Stockholders to Vote the WHITE Proxy Card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. to Elect Ramius Nominees NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Starboard Value and Opportunity Master Fund Ltd., an affiliate of Ramius Capital Group, L.L.C. (together, "Ramius"), today issued an open letter to all stockholders of Phoenix Technologies Ltd. ("Phoenix" or the "Company") (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : PTEC PTEC Pinellas Technical Education Centers (Clearwater, FL) PTEC Pharmacy Technician Educators Council PTEC Psychiatric Technician PTEC Plastics Technical Evaluation Center PTEC Page Table Edit Control ) in which it reaffirmed its commitment to maximizing value for all of the Company's stockholders. In the letter, Ramius noted it has withdrawn its proposal to purchase Phoenix and that the Company is diverting shareholders' attention from the real issue in this proxy contest Proxy contest A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights. - which nominees are most qualified to oversee the Company's turnaround and maximize value for all shareholders? As previously disclosed, Ramius has nominated independent industry experts John Mutch n. 1. The close linen or muslin cap of an old woman. and Philip Moyer for election to the board of directors of Phoenix at the Company's upcoming annual meeting of stockholders. Ramius Executive Managing Director Jeffrey C. Smith commented, "Phoenix would have you believe that our independent industry-expert director nominees would act, if elected, solely to promote a sale of the Company to us at a price that is below the current market value. This is simply not the case! Our offer is withdrawn. Our nominees are experienced and accomplished industry veterans interested in one thing and one thing only: maximizing shareholder value for ALL shareholders in accordance with their fiduciary duties Noun 1. fiduciary duty - the legal duty of a fiduciary to act in the best interests of the beneficiary legal duty - acts which the law requires be done or forborne ." Ramius urges all Phoenix stockholders to sign, date and return the WHITE proxy card by the February 14, 2007 deadline. Stockholders who have questions or need assistance in voting their WHITE proxy card should call Ramius' proxy solicitors Proxy Solicitor A specialist (firm) hired to gather proxy votes. , Innisfree M&A Incorporated at (877) 800-5185. About Ramius Capital Group, L.L.C. Ramius Capital Group is a registered investment advisor Registered Investment Advisor (RIA) is a designation obtainable in the United States by an individual who has registered with the U.S. Securities and Exchange Commission or state regulatory agency (where the primary business is situated or multiple States in some cases) in that manages assets of approximately $7.9 billion in a variety of alternative investment strategies. Ramius Capital Group is headquartered in New York with offices located in London, Tokyo, Hong Kong Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov. , Munich, and Vienna. The full text of the letter is attached: ATTENTION PHOENIX TECHNOLOGIES LTD. SHAREHOLDERS Vote the WHITE proxy card FOR The Ramius Group's Two Director Nominees Dear Fellow Shareholders: We wish to be clear. Our proposal to purchase Phoenix Technologies Ltd. ("Phoenix" or the "Company") is withdrawn from consideration. We believe that Phoenix is using our recent proposal to acquire the Company, which is no longer on the table, as a smokescreen to divert your attention from the real issue in this proxy contest - WHICH NOMINEES ARE MOST QUALIFIED TO OVERSEE THE COMPANY'S TURNAROUND AND MAXIMIZE VALUE FOR ALL SHAREHOLDERS? PLEASE DO NOT BE MISLED! Phoenix would have you believe that our independent industry-expert director nominees would act, if elected, solely to promote a sale of the Company to us at a price that is below the current market value. This is simply not the case! Our offer is withdrawn. Our nominees are experienced and accomplished industry veterans interested in one thing and one thing only: maximizing shareholder value for ALL shareholders in accordance with their fiduciary duties. Our offer is no longer on the table. We are no longer attempting to buy the Company. We are attempting to get the most qualified people on the board of directors of the Company to represent the best interest of all shareholders. As 13.7% shareholders, we are committed to maximizing shareholder value for all of the Company's shareholders. THIS BOARD WANTS YOU TO IGNORE ITS PAST MISTAKES DON'T RISK YOUR INVESTMENT ON THE CURRENT BOARD'S IRRESPONSIBLE OVERSIGHT We urge you to sign, date and return the WHITE proxy card today. Even if you have already voted for the Company's slate, you have every right to change your mind. Simply sign and date the WHITE proxy card - only the latest dated proxy card you return will be counted. Your vote is very important - regardless of how many shares you own. If you have any questions, or need assistance in filling out your WHITE proxy card, please call our proxy solicitors, Innisfree M&A Incorporated, toll-free at (877) 800-5185. We thank you for your consideration and look forward to the responsibility of maximizing value for all Phoenix shareholders. Respectfully, /s/ Jeffrey C. Smith Starboard Value and Opportunity Master Fund Ltd. on behalf of The Ramius Group CERTAIN INFORMATION CONCERNING THE PARTICIPANTS On January 25, 2007, Starboard Value and Opportunity Master Fund Ltd., an affiliate of Ramius Capital Group, L.L.C. ("Ramius Capital"), together with the other participants named herein, made a definitive filing with the Securities and Exchange Commission ("SEC") of a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and an accompanying proxy card to be used to solicit votes for the election of its two nominees at the 2007 annual meeting of stockholders of Phoenix Technologies Ltd., a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. (the "Company"). RAMIUS CAPITAL ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. SUCH DEFINITIVE PROXY STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP HTTP in full HyperText Transfer Protocol Standard application-level protocol used for exchanging files on the World Wide Web. HTTP runs on top of the TCP/IP protocol. ://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT ITS TOLL-FREE NUMBER: (877) 800-5185. The participants in the proxy solicitation are Starboard Value and Opportunity Master Fund Ltd., a Cayman Islands Cayman Islands (kā`mən), British dependency (2005 est. pop. 44,300), 100 sq mi (259 sq km), comprising three islands in the West Indies. exempted company ("Starboard"), Parche, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , a Delaware limited liability company ("Parche"), Admiral Advisors, LLC, a Delaware limited liability company, Ramius Capital Group, L.L.C., a Delaware limited liability company ("Ramius Capital"), C4S C4S Carrera 4S (Porsche 911 model) C4S command, control, communications, and computer systems (US DoD) C4S Command, Control, Communications, Computers, and Surveillance C4S Classified Computer Configuration Control System & Co., L.L.C., a Delaware limited liability company ("C4S"), Peter A. Cohen cohen or kohen (Hebrew: “priest”) Jewish priest descended from Zadok (a descendant of Aaron), priest at the First Temple of Jerusalem. The biblical priesthood was hereditary and male. , Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, John Mutch, Philip Moyer and Jeffrey C. Smith (the "Participants"). Starboard beneficially owns 2,774,471 shares of Common Stock of the Company. Parche beneficially owns 528,470 shares of Common Stock of the Company. As the investment manager of Starboard and the managing member of Parche, Admiral Advisors may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. As the sole member of Admiral Advisors, Ramius Capital may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. As the managing member of Ramius Capital, C4S may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. Mr. Mutch beneficially owns 200,000 shares of Common Stock of the Company. Mr. Moyer does not beneficially own any shares of Common Stock of the Company. Mr. Smith does not beneficially own any shares of Common Stock of the Company. |
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