Sandell Notifies Sybase of Intention to Nominate Alternative Slate of Directors at 2008 Annual Meeting

    NEW YORK, Dec. 28 /PRNewswire/ -- Sandell Asset Management Corp.
 ("Sandell") announced that it has notified Sybase, Inc. (the "Company")
 (NYSE:   SY) of its intention to nominate three highly qualified independent
 candidates for election to the board of directors at the 2008 annual
 meeting of stockholders. This action follows the letter and presentation
 sent to the Company on October 12th, 2007 that detailed specific actions
 Sandell believed the Company should take to improve value for all
 shareholders. Specifically, Sandell requested that the Company's management
 and board of directors immediately take one or more of the following
 actions:
 
 

     1. IPO and spin-off 100% of Mobility segment
     2. Aggressive use of the balance sheet to repurchase shares
     3. Sale of the Company in whole or in part
     Since that time, the Company has taken no discernable action on any of
 these initiatives, nor has it taken any of its own actions to improve
 value. Sandell continues to believe that the actions detailed in its letter
 and presentation would materially improve the Company's valuation to the
 benefit of all shareholders. Sandell and its affiliates currently intend to
 conduct a proxy solicitation seeking to elect this minority slate to the
 board.
 
     "We have attempted to encourage the Company, both publicly and
 privately, to take action to improve its current discounted share price,
 but have been very frustrated by the apparent complacency of the board and
 management toward creating value. We feel that shareholder representation
 on the board is warranted to ensure that all alternatives are considered
 and a course of action is taken to close the gap between the current share
 price and its inherent value," said Thomas E. Sandell, founder, principal
 and Chief Executive Officer of Sandell Asset Management Corp. "We still
 hope to work constructively with the Company to improve the value for all
 shareholders."
 
     Sandell's director nominees for the 2008 annual meeting of stockholders
 are:
 
     Nick Graziano is a Managing Director of Sandell Asset Management Corp.,
 an investment manager, and has over 12 years of financial management
 experience. Mr. Graziano has been with Sandell since September 2006. From
 February 2004 to July 2006, Mr. Graziano was an investment analyst with
 Icahn Partners, the primary investment vehicle of Carl C. Icahn. From
 February 2002 to February 2004, Mr. Graziano was an analyst with March
 Partners LLC, a global event- driven hedge fund. From 1995 to 2001, Mr.
 Graziano held positions in the Investment Banking Departments of Thomas
 Weisel Partners and Salomon Smith Barney. Mr. Graziano earned a BA in
 Economics from Duke University in 1994 and an MBA in Finance from Duke
 University in 1995. Mr. Graziano currently serves on the Boards of
 Directors of WCI Communities, Inc. (NYSE:   WCI), InfoSpace, Inc. (Nasdaq:  
 INSP) and previously served on the board of directors of WestPoint
 International, Inc. and HowStuffWorks, Inc.
 
     John S. McFarlane has been active in the high technology industry for
 over 25 years primarily in the software and systems business. He is
 currently a Board member and the interim President and Chief Executive
 Officer at Exar Corporation, a fabless semi-conductor company. He has
 served as a Director of Pitney Bowes Inc., a $6 billion mailstream
 technology & document management company since 2000. In 2004 and 2005, Mr.
 McFarlane was the Chairman and Chief Executive Officer of Ascendent
 Systems, a private communications software company acquired by Research in
 Motion. From 2003 to 2005, Mr. McFarlane served as a member of the Board
 for Creo Inc., a supplier of digital pre-press equipment that was sold to
 Kodak in June of 2005. He has also been a member of the Board at
 Objectivity Inc. a leader in object oriented data management software since
 1999. Previously Mr. McFarlane held executive positions at Sun Microsystems
 including President of the Software Division, and also held executive
 positions at Nortel Networks. Mr. McFarlane holds an MBA and B.Sc. degree.
 
     Jonathan Macey has, since 2004, been the Sam Harris Professor of
 Corporate Law, Corporate Finance and Securities Law at the Yale Law School,
 and Professor in the Yale School of Management. Professor Macey is Deputy
 Dean of Yale Law School and a member of the Board of Directors of the Yale
 Law School Center for the Study of Corporate Law. Professor Macey also
 serves as Chairman of the Yale University Advisory Committee on Investor
 Responsibility, which develops recommendations for presentation to the Yale
 Corporation concerning ethical investing by Yale's endowment at annual
 corporate meetings. Professor Macey currently serves on the Boards of
 Directors of WCI Communities, Inc. (NYSE:   WCI). Professor Macey was also
 the President of the non-profit Yale Law Journal Corporation until June
 2007. From 1990 to 2004, Professor Macey was the J. DuPratt White Professor
 of Law at Cornell Law School, and from 2002 to 2004, Professor of Law &
 Business Administration at the Johnson Graduate School of Business at
 Cornell University. From 1998 to 1999, Professor Macey was a director of
 Telxon Corporation, a designer, manufacturer, integrator and marketer of
 wireless and portable tele- transaction computers and systems. For ten
 years, Professor Macey served as Reporter for the American Bar
 Association's Committee on Corporate Laws' Model Business Corporation Act
 Revision Project, the principal professional body concerned with reforming
 and improving the statutes that govern corporate entities. In 1977,
 Professor Macey received a Bachelor of Arts degree in Economics, cum laude,
 from Harvard College, and in 1982, a Juris Doctor degree from the Yale Law
 School. In 1996, Professor Macey received a Ph.D. (Law) (honoris causa)
 from the Stockholm School of Economics.
 
     About Sandell Asset Management Corp.
 
     Sandell Asset Management Corp. is a multi-billion dollar global
 investment management firm, founded by Thomas E. Sandell, that focuses on
 global corporate events and restructurings throughout North America,
 Continental Europe, the United Kingdom, Latin America and the Asia-Pacific
 theatres. Sandell frequently will take an "active involvement" in
 facilitating financial or organization improvements accruing to the benefit
 of investors.
 
     Disclaimer
 
     This release is for general informational purposes only. It does not
 have regard to the specific investment objective, financial situation,
 suitability, or the particular need of any specific person who may view it,
 and should not be taken as advice on the merits of any investment decision.
 The views expressed herein represent the opinions of Sandell and are based
 on or derived from publicly-available information and third party reports
 with respect to Sybase, Inc. ("the Company").
 
     Sandell has not sought or obtained consent from any third party to use
 any statements or information as having been obtained or derived from
 statements made or published by third parties. Any such statements or
 information should not be viewed as indicating the support of such third
 party for the views expressed herein. No warranty is made that data or
 information, whether derived or obtained from publicly-available sources or
 from any third party, are accurate.
 
     Sandell shall not be responsible or have any liability for any
 misinformation contained in any publicly-available sources or third party
 report. There is no assurance or guarantee with respect to the prices at
 which any securities of the Company will trade, and such securities may not
 trade at prices that may be implied from this letter. Any estimates,
 projections and pro forma information set forth are based on assumptions
 that Sandell believes to be reasonable, but there can be no assurance or
 guarantee that actual results or performance of the Company will not
 differ, and such differences may be material. Sandell does not recommend
 the purchase or sale of any security.
 
     Under no circumstances is this letter to be used or considered an offer
 to sell or a solicitation of an offer to buy any security. Sandell
 currently holds shares of common stock of the Company. Sandell manages
 funds and accounts that are in the business of buying and selling public
 securities. It is possible that there will be developments in the future
 that cause Sandell from time to time to sell all or a portion of its shares
 in open market transactions or otherwise (including via short sales), buy
 additional shares (in open market or privately negotiated transactions or
 otherwise), or trade in options, puts, calls or other derivative
 instruments relating to such shares.
 
 
 

SOURCE Sandell Asset Management Corp.