Chapman Capital Supports Embarcadero Sale Agreement Advisor to Vote All Shares in Favor of TCB Transaction
April 06 2007 - 10:52AM
PR Newswire (US)
LOS ANGELES, April 6 /PRNewswire/ -- Chapman Capital L.L.C.,
investment advisor to two investment funds that together own 9.3%
of Embarcadero Technologies, Inc. (NASDAQ:EMBT); ("Embarcadero" or
"the Company"), today announced its support of the Company's
definitive agreement to be acquired for $7.20 per share by an
affiliate of Thoma Cressey Bravo (TCB). On March 7, 2007, Chapman
Capital filed a Schedule 13D with the Securities and Exchange
Commission (SEC) demanding that Embarcadero resume negotiations
with TCB or other bidders regarding the sale of the Company. Robert
L. Chapman, Jr., Managing Member of Chapman Capital, commented,
"Under private ownership, Embarcadero's relatively small size
should become an asset vs. its being a liability in the public
domain. Moreover, following TCB's December 16, 2006 decision to
terminate its September 6, 2006 agreement to acquire Embarcadero, I
am confident that Orlando Bravo recognizes the importance to TCB's
reputation of consummating this revised transaction." Chapman
Capital also announced that, as result the revised merger
agreement, it has terminated its prospective plan to replace the
majority of Embarcadero's Board of Directors (the "Board"). On
March 21, 2007, Chapman Capital had announced its demand that Mr.
Gary E. Haroian immediately resign from the Board due to Chapman
Capital's view that Mr. Haroian's ineptitude was an impediment to
the maximization of Embarcadero's shareholder value. This followed
Chapman Capital's March 12, 2007 announcement that it had
determined to seek nominees to replace Class I directors Timothy
C.K. Chou and Frank M. Polestra, and Class II directors Michael J.
Roberts (lead "independent" director) and Samuel T. Spadafora,
should a sale of Embarcadero not have been announced by March 30,
2007. Chapman Capital L.L.C. is a Los Angeles, CA based investment
advisor focusing on takeover and turnaround investing. The firm
currently manages over $300 million as the registered investment
advisor to Chap-Cap Partners II Master Fund, Ltd. and Chap-Cap
Activist Partners Master Fund, Ltd., the combined owners of
approximately 9.3% of Embarcadero's common shares. Over the past
eleven years, Chapman Capital has agitated successfully for the
restructuring or sale of over twenty publicly traded companies,
including a recently closed transaction involving Glenayre
Technologies, Inc. and pending transactions involving Carreker
Corporation, Sunterra Corporation and Embarcadero Technologies,
Inc. Mr. Chapman previously was employed by Goldman Sachs &
Co., Scudder Stephens, & Clark, and NatWest Bank USA. Related
news releases, as well as additional information on Chapman
Capital, may be found at http://www.chapmancapital.com/.
Embarcadero Technologies, Inc. delivers professional grade database
tools that companies use to design, develop and manage databases
and the data they contain. More than 12,000 customers worldwide and
over 90 of the Fortune 100 rely on Embarcadero's cross-platform
tools to reduce complexity, improve productivity and strengthen
security. The company's flagship database tools include: ER/Studio,
DBArtisan, Rapid SQL and Change Manager. Founded in 1993,
Embarcadero Technologies is headquartered in San Francisco with
offices in Melbourne, Australia, Munich, Germany and Maidenhead,
United Kingdom. Related news releases, as well as additional
information on Embarcadero Technologies, may be found at
http://www.embarcadero.com/. DATASOURCE: Chapman Capital L.L.C.
CONTACT: John K. Matthews of Chapman Capital L.L.C.,
+1-310-662-1900, ext. 209 Web site: http://www.chapmancapital.com/
http://www.embarcadero.com/
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