Elliott Reaffirms Offer to Acquire Packeteer, Sends Merger Agreement to Seek Consensual Transaction
02 Abril 2008 - 1:45PM
PR Newswire (US)
Disappointed by Company's Decision to Reject Offer and Institute
Poison Pill NEW YORK, April 2, 2008 /PRNewswire/ -- Elliott
Associates, L.P. (together with funds under common management), a
major, long-term shareholder of Packeteer, Inc. (NASDAQ:PKTR),
today sent the following letter to the Board of Directors of the
company: April 2, 2008 The Board of Directors Packeteer, Inc. 10201
North De Anza Blvd. Cupertino, CA 95014-2028 Dear Members of the
Board of Directors: We are writing to you on behalf of Elliott
Associates, L.P. and Elliott International, L.P., which
collectively own 9.8% of the common stock of Packeteer, Inc. On
March 20, 2008, we commenced a tender offer to acquire all of the
outstanding shares of Common Stock of Packeteer for $5.50 per
share. We were extremely disappointed to have read in your press
release and Schedule 14D-9 filed April 1, 2008 that you have
advised shareholders to reject our offer and that you have
instituted a poison pill. Our offer provides shareholders with
quantifiable, certain value that can be realized in an extremely
short timeframe. As we informed you weeks ago, we were -- and
remain -- prepared to negotiate a consensual transaction on
customary terms immediately. To this end, we sent your counsel a
merger agreement yesterday. You described our offer as coercive and
illusory. This description is disingenuous at best. Our offer and
the transaction set forth in the draft merger agreement we sent to
you provides a level of certainty far in excess of the alternatives
you described to your shareholders, which alternatives consist only
of: -- a sale of the company or business combination transaction
which you acknowledge are only "potentially attractive" and which
your Board has not yet determined whether to pursue; or -- pursuing
your newly devised operating plan, which you refer to as being able
to deliver "materially higher numbers than are anticipated by Wall
Street consensus estimates," without any explanation of how this is
to be achieved. These nebulous alternatives of a potential sale or
the promise of improved operating performance contrast sharply with
the speed and surety of our offer. We reiterate that we stand
behind our offer to acquire the company and look forward to hearing
from you soon. Sincerely, (sig) Jesse A. Cohn About Elliott
Associates Elliott Associates, L.P. and its sister fund, Elliott
International, L.P. have more than $10 billion of capital under
management. Founded in 1977, Elliott is one of the oldest hedge
funds under continuous management. The Elliott funds' investors
include large institutions, high-net-worth individuals and
families, and employees of the firm. DATASOURCE: Elliott
Associates, L.P. CONTACT: Scott Tagliarino, for Elliott Associates,
L.P., +1-212-974-6000, or cell, +1-917-922-2364
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