Bloomberg News

BMC Investor Elliott Nominates Directors to Push for Sale

May 15, 2012

BMC Software Inc. (BMC:US) investor Elliott Associates LP has nominated five directors to the board of the maker of programs for corporate computer networks, pressing the company to consider a sale.

Elliott, which holds a 5.5 percent stake in BMC, nominated Thomas Hogan, former executive vice president of sales at Hewlett-Packard Co.; Carl James Schaper, chairman at software- maker Infor; John Dillon, former CEO at Salesforce.com Inc.; David Roberson, past CEO at Hitachi Data Systems Corp.; and Andreas Mattes, who ran enterprise communications for Siemens AG, the New York-based fund said in a letter to the BMC board today.

Jesse Cohn, portfolio manager at Elliott, met last week with BMC’s CEO Bob Beauchamp and Chief Financial Officer Steve Solcher, according to the letter. Cohn criticized BMC’s move yesterday to establish a poison pill, calling the defense “a stockholder-unfriendly entrenchment mechanism generally derided as an instrument of poor corporate governance.” BMC’s future will be “increasingly difficult” if it remains a standalone, public company, Cohn said.

“BMC is currently attractive to multiple strategic acquirers,” Cohn said in the letter. He also said the company could be of interest to private-equity firms.

The shares (BMC:US) rose 1.3 percent to $44.51 at the close in New York. BMC surged the most in more than three years yesterday after disclosing that Elliott would seek board seats and push for a sale.

“While the company is always open to alternatives that fully reflect the value and prospects of the company, the board of directors has determined that forming a special committee and pursuing a sale at this time is not in the best interest of stockholders,” BMC said in a separate statement today.

To contact the reporter on this story: Lisa Rapaport in New York at lrapaport1@bloomberg.net

To contact the editor responsible for this story: Tom Giles at tgiles5@bloomberg.net


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