Sybase and Sandell Asset Management Reach Agreement

  
    
  
  
    
      Sybase, Inc. (NYSE:SY) and Sandell Asset Management Corp. (“Sandell”), 
      which, together with its affiliates, owns approximately 6.0% of the 
      Company’s outstanding shares, today announced 
      that they have reached an agreement which will avoid a proxy contest at 
      Sybase’s 2008 Annual Meeting of Stockholders.
    
    
      Under the terms of the agreement, Sybase intends to commence a modified “Dutch 
      auction” self-tender offer (the “Tender 
      Offer”) to purchase $300 million worth of its 
      common stock at a price per share not less than $28.00 and not greater 
      than $30.00. The tender offer is expected to be completed prior to the 
      Company’s Annual Meeting on April 15, 2008. 
      Following the completion of the Tender Offer, Sybase will have a 
      remaining share repurchase authorization of $82.9 million and the 
      Company has agreed with Sandell to use reasonable best efforts to 
      complete the repurchase of shares with this repurchase authorization 
      prior to the Company’s 2009 Annual Meeting.
    
    
      Based on the mid-point of the Tender Offer price range, the $300 million 
      Tender Offer represents approximately 11.6% of the Company’s 
      total market capitalization. The Tender Offer is expected to result in 
      accretion to the Company’s 2008 earnings per 
      share. Including the Tender Offer, Sybase will have repurchased a total 
      of $811 million of its common stock since 2004.
    
    
      As part of the agreement, Sandell has agreed not to solicit proxies in 
      connection with Sybase’s 2008 Annual Meeting, 
      to vote its shares in support of all of the Sybase Board's director 
      nominees at the 2008 Annual Meeting and the 2009 Annual Meeting and to 
      abide by certain standstill provisions through the completion of the 
      2009 Annual Meeting.
    
    
      "We are pleased that this matter has been resolved in a manner that 
      serves the best interests of all Sybase stockholders,” 
      said John Chen, chairman, CEO, and president of Sybase. “The 
      tender offer is enabled by Sybase’s strong, 
      consistent cash flow and demonstrates our ongoing commitment to 
      enhancing value for our stockholders. Our Board of Directors and 
      management are focused on continuing our proven record of execution and 
      building upon Sybase’s leadership in the 
      Unwired Enterprise market.”
    
    
      “We are pleased that we were able to work 
      constructively with Sybase with the shared goal of enhancing shareholder 
      value,” said Thomas Sandell, founder and CEO 
      of Sandell Asset Management Corp. “We believe 
      this settlement is in the best interest of all shareholders and 
      demonstrates a confidence on the part of management and the Board in the 
      value of Sybase. We fully support the implementation of the tender offer.”
    
    
      The $300 million Tender Offer, which has been authorized by Sybase’s 
      Board of Directors, will be funded with available cash on hand.
    
    
      The Sybase 2008 Annual Meeting of Stockholders will be held on Tuesday, 
      April 15, 2008, beginning at 9:00 a.m. Pacific Time, at the Company’s 
      corporate headquarters located at One Sybase Drive, Dublin, California 
      94568. The record date for determining eligibility to vote at the 2008 
      Annual Meeting was February 15, 2008.
    
    
      The complete agreement will be included as an exhibit in the Company’s 
      Form 8-K to be filed with the Securities and Exchange Commission.
    
    
      About Sybase, Inc.
    
    
      Sybase is the largest global enterprise software company exclusively 
      focused on managing and mobilizing information from the data center to 
      the point of action. Sybase provides open, cross-platform solutions that 
      securely deliver information anytime, anywhere, enabling customers to 
      create an information edge. The world’s most 
      critical data in commerce, finance, government, healthcare, and defense 
      runs on Sybase. For more information, visit the Sybase Website at http://www.sybase.com.
    
    
      About Sandell Asset Management
    
    
      Sandell Asset Management Corp. is a multi-billion dollar global 
      investment management firm, founded by Thomas E. Sandell, which 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.
    
    
      Forward-Looking Statements
    
    
      Certain statements in this release concerning Sybase, Inc. and its 
      expectations, including statements regarding the modified Dutch auction 
      tender offer and Sybase's future financial performance, are 
      forward-looking and involve a number of uncertainties and risks. Factors 
      that could cause actual events or results to differ materially from 
      those suggested by these forward-looking statements include, but are not 
      limited to the acceptance of the tender offer by Sybase stockholders; 
      the performance of the global economy and growth in software industry 
      sales; market acceptance of the company’s 
      products and services; customer and industry analyst perception of the 
      company and its technology vision and future prospects; the success of 
      certain business combinations engaged in by the company or by 
      competitors; political unrest or acts of war; possible disruptive 
      effects of organizational or personnel changes; and other factors 
      described in Sybase, Inc.’s reports filed 
      with the U.S. Securities and Exchange Commission, including its annual 
      report on Form 10-K for the year ended December 31, 2006 and Form 10-Q 
      for the quarters ended March 31, 2007, June 30, 2007, and September 30, 
      2007.
    
    
      Additional Information and Where to Find it
    
    
      Sybase and its directors and executive officers may be deemed to be 
      participants in the solicitation of proxies from the stockholders of 
      Sybase in connection with the election of directors and other matters 
      proposed at Sybase’s 2008 Annual Meeting of 
      Stockholders. Information regarding the interests, if any, of these 
      directors and executive officers in these matters is set forth in the 
      filing made by Sybase pursuant to Rule 14a-12 of the Securities Exchange 
      Act on January 24, 2008.
    
    
      In connection with its 2008 Annual Meeting of Stockholders, Sybase will 
      distribute a definitive proxy statement to stockholders. In addition, 
      Sybase files annual, quarterly and special reports, proxy and 
      information statements, and other information with the Securities and 
      Exchange Commission (the “SEC”). 
      You are urged to read the proxy statement and other information when 
      they become available because they contain important information about 
      Sybase and the proposals presented at the 2008 Annual Meeting of 
      Stockholders. These documents are available free of charge at the SEC’s 
      web site at www.sec.gov or from Sybase 
      at www.sybase.com.
    
    
      This communication is for information purposes only and is not an offer 
      to purchase or the solicitation of an offer to sell any common stock. 
      The full details of the tender offer, including complete instructions on 
      how to tender shares, along with the letter of transmittal and related 
      materials, are expected to be mailed to stockholders promptly following 
      commencement of the offer. Stockholders should carefully read the offer 
      to purchase, the letter of transmittal and other related materials when 
      they are available because they will contain important information. 
      Stockholders may obtain free copies, when available, of the tender offer 
      statement and other filed documents relating thereto that will be filed 
      by the Company with the U.S. Securities and Exchange Commission at the 
      Commission’s website at www.sec.gov. 
      When available, stockholders also may obtain a copy of these documents, 
      free of charge, from the Company’s 
      information agent to be appointed in connection with the offer. 
      Stockholders are urged to read these materials carefully prior to making 
      any decision with respect to the tender offer.
    
    
      Sybase is a trademark of Sybase, Inc., or its subsidiaries. All other 
      names may be trademarks of the companies with which they are associated.