Sandell Seeks Value Maximization at Sybase

Oct 12, 2007, 01:00 ET from Sandell Asset Management Corp.

    NEW YORK, Oct. 12 /PRNewswire/ -- Sandell Asset Management Corp.
 ("Sandell") sent a letter and a presentation today to Mr. John Chen,
 Chairman, President, and CEO of Sybase, Inc. ("Sybase" or the "Company")
 (NYSE:   SY). Sandell also disclosed beneficial ownership of 6.0% of the
 shares of Sybase's common stock in a Schedule 13D filed with the Securities
 and Exchange Commission today. In the letter and presentation, Sandell
 stated its belief that Sybase's continued discounted valuation is
 unwarranted and urged management and the board to take immediate action to
 improve the Company's valuation. Specifically, Sandell outlined several low
 risk actions that it believes the board can take to improve the Company's
     -- Aggressive use of the balance sheet to repurchase shares -- an
        immediate $500mm Dutch tender at a premium to the current market price,
        followed by aggressive buybacks over time
     -- IPO and spin-off 100% of the mobility segment -- an IPO of Sybase's
        mobility segment followed by a spin-off of the remaining interest to
        existing shareholders
     -- Sale of the company in whole or in part -- an evaluation of the
        company's strategic alternatives may indicate a sale is the most viable
     "Sybase has excellent products, strong market positions and significant
 cash flow, but trades at a significant discount to its software peers on
 virtually all valuation metrics. The board has a fiduciary duty to consider
 all options to maximize the value of these assets, and we challenge
 management and the board to present a plan to enhance value with low levels
 of risk. We are concerned that the company will use capital for risky and
 unnecessary acquisitions while there are several low-risk opportunities
 within the company to significantly improve value. We believe these actions
 could result in share price improvement up to $39 over time," said Thomas
 E. Sandell, Chief Executive Officer of Sandell Asset Management Corp. "We
 hope to continue to engage constructively with Sybase's management and
 board to improve the value for all shareholders. However, if management and
 the board prove unwilling to take any meaningful action, we would consider
 changes at the board level to be warranted."
      For further information, contact:
      Mr. Thomas E. Sandell, Chief Executive Officer
      Sandell Asset Management Corp.
      (212) 603-5700
     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.
     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 Issuer").
     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 Issuer 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 Issuer 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 Issuer. 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.