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Aladdin Activist Demands Shareholder Vote
By: Justin Kuepper   Tuesday, September 02, 2008 10:48 AM

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Aladdin Knowledge Systems Ltd. (NDAQ: ALDN) shares could be worth $13 a share if one activist shareholder gets their way. Jasmine Holdco LLC, which owns a substantial stake in the company, nominated its own slate of directors to conduct a fair process to maximize shareholder value and provide better corporate governance and oversight for the company. The hedge fund also exercised their right to call a special shareholders meeting within the next two months, made possible under Israeli law.

Jasmine Holdco previous announced on August 21st that it submitted a proposal for the company to acquire all outstanding shares of Aladdin by way of a merger transaction for $13 per share in cash. This offer represents a 50% premium over Aladdin's stock price prior to making public market purchases and a 35% premium over its initial 13D filing on August 7th. The letter also described an alternate proposal to acquire Aladdin's DRM business for $125 million to $135 million in cash.

"Repeated attempts to engage Aladdin in constructive discussions about a transaction to combine part or all of Aladdin with SafeNet have produced no results. Aladdin has rejected all of our proposals and has offered no basis for their conclusions and no strategic plan or valuation approach that would result in greater shareholder value than either of the two Jasmine proposals," said David Fisherman on behalf of Jasmine.

"Jasmine is left with no choice but to call an Extraordinary General Meeting of Shareholders. The current Board and management team do not appear to have a genuine interest in exploring Jasmine’s proposals or other value-maximizing avenues for its shareholders. We are eager to continue discussions with our fellow shareholders regarding the state of the company and look forward to joining them in setting Aladdin on a path to maximize shareholder value."

SafeNet is a global leader in information security. Founded 25 years ago, the company provides complete security utilizing its encryption technologies to protect communications, intellectual property and digital identities, and offers a full spectrum of products including hardware, software, and chips. UBS, Nokia, Fujitsu, Hitachi, Bank of America, Adobe, Cisco, Microsoft, Samsung, Texas Instruments, the U.S. Departments of Defense and Homeland Security, the U.S. Internal Revenue Service and scores of other customers entrust their security needs to SafeNet. In 2007, SafeNet was acquired by Vector Capital, a $2 billion private equity firm specializing in the technology sector. For more information, visit www.safenet-inc.com.

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