Openwave Announces Conclusion of Special Litigation Committee's Independent Review of Past Stock Options Practices - 15 Nov 2008
Committee's Independent Review of Past Stock Options Practices; Moves
to Terminate and Dismiss Last Remaining Shareholder Derivative Action
Openwave Systems Inc. (Nasdaq:OPWV), one of the world’s
leading software innovators enabling revenue-generating personalized
services which converge the mobile and broadband experience, today
announced that the Special Litigation Committee ("SLC”)
established by Company’s Board of Directors
has concluded its independent review of alleged stock option practices
that are the subject of the last shareholder derivative action that
remains pending against a number of its present and former officers and
directors. Those stock option practices were the subject of the
restatement that was concluded nearly two years ago.
As previously announced, in March 2008, the Company received a letter
from an attorney purporting to represent two shareholders (the "Demand
Letter”) that proposed to bring litigation
substantially similar to that previously dismissed by the U.S. District
Court for the Northern District of California and to another lawsuit
that remains pending in the Superior Court of the State of California
for the County of San Mateo ("State Derivative
Action”). In both the Demand Letter and the
State Derivative Litigation, the shareholders allege that former or
current Openwave directors, officers, or employees engaged in misconduct
related to the Company’s stock option
practices and public reporting of certain financial results during the
periods fiscal 1999 through fiscal 2005.
As previously announced, the Board of Directors appointed the SLC and
vested it with full and exclusive authority to investigate, review, and
analyze the matters alleged in the Demand Letter and in the derivative
litigation, and to determine what, if any, action should be taken on
behalf of the Company with respect to such matters. Three independent
directors served as voting members of the SLC (Robin A. Abrams (chair),
Patrick Jones, and Charles E. Levine), and a fourth independent director
(Gerald Held), served as a non-voting member. The SLC conducted its
review with the assistance of independent counsel, WilmerHale LLP.
Following its extensive review – including
consideration of voluminous documents, information obtained during more
than 70 witness interviews, and assessment of the potential benefits and
risks of continued litigation – the SLC has
determined that it is not in Openwave’s best
interest to bring or maintain any of the claims proposed in the Demand
Letter, nor to maintain any of the claims pending in the State
Derivative Action. Instead, the SLC’s
independent, disinterested and sound business judgment is that it is in
Openwave’s best interests to promptly
terminate the State Derivative Action. Accordingly, yesterday the SLC
filed a Motion to Terminate and Dismiss with the Honorable Carol L.
Mittlesteadt, Superior Court of the State of California for the County
of San Mateo. Along with that Motion, the SLC filed a written report it
issued earlier this week, which sets forth in detail the investigative
and deliberative process it followed, and the basis for its conclusions.
The SLC believes that the Court will likely consider its Motion in early
2009.
About Openwave
Openwave Systems Inc. (Nasdaq: OPWV) is one of the world’s
leading innovators of software applications and infrastructure designed
to enable revenue-generating, personalized services, including mobile
analytics, content adaptation, mobile and broadband advertising, and a
suite of unified messaging solutions.
As the communications industry intersects with the internet, Openwave
software enables service providers to converge services, increasing the
value of their networks by accelerating time to market and reducing the
cost and complexity associated with new service deployment. Openwave’s
unique product portfolio provides a complete range of mobile internet
service management, messaging, and location based solutions. Openwave is
a global company with a blue chip customer base spanning North America,
Latin America, Australia and New Zealand, Asia, Africa, Europe, and the
Middle East. Openwave is headquartered in Redwood City, California.
For more information please visit www.openwave.com.
Openwave and the Openwave logo are trademarks of Openwave Systems Inc.
All other trademarks are the properties of their respective owners.
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1943 and
Section 27A of the Securities Act of 1933, including, but not limited
to, the aforementioned focus on network-based offerings and the
anticipated impact on Openwave’s financial
statements. These forward-looking statements are subject to many risks
and uncertainties that could cause actual results to differ materially
from those projected. Notwithstanding changes that may occur with
respect to matters relating to any forward looking statements, Openwave
assumes no obligation to update the forward-looking statements included
in this press release.
For a detailed discussion of these and other cautionary statements,
please refer to the risk factors discussed in the Company's filings with
the U.S. Securities and Exchange Commission ("SEC"), including, but not
limited to, the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2008, its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2008, and any subsequently filed reports. All
documents also are available through the SEC's Electronic Data Gathering
Analysis and Retrieval system (EDGAR) at www.sec.gov
or from Openwave's website at www.openwave.com.
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