Actel and Ramius Reach Agreement
Actel to Appoint Three New Independent Members to Expanded Board
Ramius Agrees to Support Actel Directors at 2009 Annual Meeting of Shareholders
As part of the Agreement, Actel also agreed to reduce the size of its board to eight members at Actel’s 2009 Annual Meeting of Shareholders (the “2009 Annual Meeting”). Additionally, Actel and Ramius will work together to replace Mr. Molinelli with a new independent director, unaffiliated with Ramius, who has significant experience in the semiconductor industry.
In connection with the addition of Messrs. Zahler, Smith and Molinelli to Actel’s board, Ramius agreed to vote its shares in support of all of Actel’s director nominees at the 2009 Annual Meeting. Ramius has also agreed to abide by certain other standstill provisions, which will expire prior to Actel’s 2010 Annual Meeting of Shareholders.
“Today’s announcement, coupled with our recently initiated company-wide restructuring plan, demonstrates the commitment of our board and management team to enhancing value for all Actel shareholders,” said
“We are pleased to have reached this amicable resolution with Actel,” said
Actel’s 2009 Annual Meeting is scheduled for
The complete agreement between Actel and Ramius will be included as an exhibit to Actel’s Form 8-K to be filed with the SEC.
Eric J. Zahler is the managing director of Sagamore Capital Group LLC (“Sagamore”), a private equity firm pursuing direct investments in the aerospace/defense, industrial electronics and certain business service markets, which he co-founded in 2008. Prior to co-founding Sagamore, Mr. Zahler served as president and chief operating officer of Loral Space & Communications, Inc. (“Loral”), a satellite communications company with activities in satellite manufacturing and services from 2000 to 2007. At Loral, Mr. Zahler was responsible for overseeing the company’s two businesses: Loral Skynet, a global satellite services provider, and Space Systems/Loral, a leading manufacturer of commercial satellites. Mr. Zahler previously served as Loral’s senior vice president, secretary and general counsel. Before joining Loral, Mr. Zahler spent 17 years with the law firm of Fried, Frank, Harris, Shriver & Jacobson, where he was elected partner in 1983. While at Fried, Frank, Mr. Zahler represented many of the largest defense and aerospace contractors in all aspects of their business dealings with the federal government. Additionally, Mr. Zahler served as a member of the board of directors of Loral from 2001 to 2005, and as a member of the board of directors and Audit Committee of EasyLink Services Corporation, a global provider of outsourced business process automation services, from 2005 to 2007. Mr. Zahler received a J.D. from
About Actel
Actel is the leader in low-power and mixed-signal FPGAs, offering the most comprehensive portfolio of system and power management solutions. Power Matters. Learn more at www.actel.com.
About Ramius
Ramius is a registered investment advisor that manages assets in a variety of alternative investment strategies. Ramius is headquartered in
Forward-Looking Statements
This press release contains forward-looking statements made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and should be read with the “Risk Factors” in Actel’s most recent Form 10-Q or 10-K, which are on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov and can also be found on Actel’s web site, www.actel.com . Actual results may differ materially from those described in this release due to a number of risks and uncertainties. Actel’s anticipated results from its restructuring plan and its projected revenues and operating results for the first quarter of 2009 are subject to a multitude of risks, including general economic conditions and a variety of risks specific to Actel or characteristics of the semiconductor industry, such as a failure to achieve the full projected results of the restructuring plan, fluctuating demand, intense competition, rapid technological change and related intellectual property and international trade issues, wafer and other supply shortages, and booking and shipment uncertainties. These and the other Risk Factors identified in Actel’s filings could cause actual results to differ materially from those projected in the forward-looking statements. Actel undertakes no obligation to update any information contained in this press release.
Contacts:
For Actel Corporation: For Ramius LLC:
Anna del Rosario Dan Gagnier / Renee Soto
Director, WW Corporate Marketing Sard Verbinnen & Co
(650) 318-4331 212-687-8080
Matthew Sherman / Eric Brielmann
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
SOURCE Actel Corporation; Ramius LLC
