I cannot forecast the action of Openwave
That's what Sir Winston Churchill might have said if he had seen what the mobile software specialist is up to these days. Think that's too harsh? I disagree.
Maybe we can look past the stock-options-granting antics. The review process is finished, financial restatements have been made -- and after all, everybody else is doing it, right? If high-level brass at UnitedHealth
Then there's the proxy battle with Harbinger Capital Partners, one of the company's largest shareholders. Harbinger submitted a competing slate of directors and backed up the need for change with a stated plan of action, and the battle was on. Over the next couple of weeks, Openwave dismissed the directorial candidates as "unqualified" and Harbinger's agenda as "self-serving," then turned around and offered to create a new board seat for one of them, as long as both of the incumbent directors could stay, too. CEO David Peterschmidt and Harbinger nominee James Zucco appear to have won the two seats under consideration, pushing Dr. Jerry Held out of his seat.
But that's not the end of this story -- it's just where it really gets ugly and petty, on both sides of the fence. Have a look at the open letter Harbinger sent to the Openwave board and CEO last week. The litany of accusations is too long to recount here, but suffice it to say that if Harbinger speaks the truth, this board and executive team have nothing but their own interests in mind. There's a disconnect between public and private communications and repeated efforts to secure board seats for all of the current members, even at the expense of dismissing the shareholder vote or manipulating the company's bylaws, if need be.
I don't know any of the parties in this battle personally, and at this point, the mud is being flung with equal verve from both sides. That's kind of expected behavior from an activist hedge fund that comes in with an agenda of change and meets resistance. But the Openwave leaders have sunk to the same level or below, and shareholders deserve better than that.
In the middle of all this, Openwave reported final second-quarter earnings. Here's where the "riddle, mystery, enigma" part comes in, if it hasn't already. Peterschmidt proudly pointed out his increased order bookings, and that's usually fine and dandy. But despite the 1.42 book-to-bill ratio, he also said that the visibility for upcoming quarters hasn't improved, and his forward guidance was lower. Those two events fly in the face of the usual benefits of improved book-to-bill numbers. Does he not expect his customers to go through with their orders? Are there new, undisclosed clouds on the horizon? Given what we've seen of management's behavior recently, I'm inclined to think that Peterschmidt is putting lipstick on the pig, and that those orders may not be as firm as he'd like them to be.
I know that this diatribe will bring me some unfriendly e-mail and board postings. Openwave has its fans, and it is an official Rule Breakers recommendation. That's just fine with me. All I ask is that you read through the background links before pulling the trigger on that fireball. It may not change your mind, but it might give me time to put on my asbestos suit.
Openwave is a Motley Fool Rule Breakers selection, and UnitedHealth is both a Stock Advisor pick and an Inside Value recommendation, despite the companies' troubles. What do our newsletter analysts think about all of this? Find out with a free 30-day trial to any of our newsletters, or all of them.