Activist Shareholder Stalks Sybase

The past few weeks have brought us a merger-and-acquisition free-for-all in the enterprise-software space. SAP (NYSE: SAP  ) agreed to pay $6.8 billion for Business Objects (Nasdaq: BOBJ  ) , while Oracle (Nasdaq: ORCL  ) made a brash offer of $6.7 billion for BEA Systems (Nasdaq: BEAS  ) . Mow hedge fund Sandell Asset Management has reported a 6% stake in Sybase (NYSE: SY  ) and is pushing the company for a sale.

Sybase's storied history stretches back to the mid-1980s. Yet despite its strong database technology, Oracle ultimately prevailed as a market leader. Since then, Sybase has tried to move into other categories, such as mobile enterprise-software products, to mixed results.

So why is Sandell interested in the company? Like other mature enterprise-software companies, Sybase has a stable customer base that generates prodigious cash flows from operating activities -- to the tune of $123 million for the first half of 2007.

The company also has about $657 million in liquid assets. But Sandell thinks it would be best to use that cash for a $500 million stock buyback, rather than make "dilutive acquisitions." Another recommendation is to have an IPO or a spinoff of the Mobility unit.

Sandell might just be making noise, too. In fact, I think Sandell would prefer that Sybase sell to a strategic party. Based on its analysis, Sandell thinks a transaction could fetch $30 to $39 per share. And in light of its cash flows, product offerings, and customer base, Sybase would indeed be an attractive target.

Still, it looks as though Sybase wants to remain independent; it's apparently trying to find ways to rev up growth on its own. Last year, the company spent $425 million buying Mobile 365, and management has hinted in several recent earnings calls that that it wants to do some other major deals.

So if Sandell wants a sale, it might need to get aggressive and launch a proxy fight. Going that route can be effective, but it also takes time. If a transaction for Sybase does happen, it might have to wait until next year.

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