Cash-rich technology companies are increasingly willing to go hostile in their bids for rivals, but potential targets are more worried about another threat -- shareholder activism, senior bankers said on Tuesday.
With the likes of billionaire investor Carl Icahn and Ralph Whitworth's Relational Investors turning their sights on tech companies in recent months, boards are reaching out to investment bankers more proactively than ever to come up with defense, bankers said at the Reuters Global Mergers and Acquisitions.
If someone submits a proxy, more often then not you end up with a new board member, said David Wah, co-head of global technology and U.S. media and telecom group at Credit Suisse.
Wah said boards are asking a lot more right now about ways to protect their companies from activism.
Several high-profile activist investors have taken up battles with technology company boards in recent months, often criticizing their strategy publicly. They have taken their cue from a spate of mergers in the sector and argued for breaking up and selling companies they think are undervalued.
We have seen a noticeable level of interest that they are driving, said Bob Eatroff, a managing director at Morgan Stanley.
Recently, Mentor Graphics rejected a $1.9 billion unsolicited takeover bid by Icahn, who launched the offer in February. But Icahn has not yet given up.
Hedge fund Elliott Associates was successful last year in pushing Novell to sell itself for $2.2 billion to Attachmate Corp, a data center software maker owned by an investment group led by Francisco Partners, Golden Gate Capital and Thoma Bravo.
But some of the aggressive defense has helped companies keep activists at bay. Symantec Corp held a series of banker meetings to advise on strategic options after Relational, Elliott and a number of other activists moved into the stock late last year.
The company was able to stay independent after what a board member described as an attack by activists on the security software maker.
When talking to clients and focusing on vulnerability, the activist shareholder tends to get more attention than the traditional strategic buyer, said Eatroff.
(Reporting by Nadia Damouni; Editing by Gary Hill)