Tuesday, January 6, 2009

A poison pill

On December 22, Selectica Inc. filed a complaint with the Chancery Court in Delaware seeking a declaratory judgement about a poison pill. It wants the court to declare its pill to be valid, in order to limit the amount of its equity owned by Versata Enterprises Inc.

Who is suing whom? Before we look into this particular poison-pill controversy, let's fill in the background.

Versata, the defendant in the lawsuit, began life as a software consulting company, Vision Software, in the early 1990s.

In March 2000 Vision Software went public under the new name, Versata, acquiring an astonishing market cap of $4 billion.

It went private again in February 2006, when it was acquired by Trilogy Inc., a Texas-based software concern. Versata operates as a wholly-owned subsidiary of Trilogy, and is nowadays engaged in intellectual-property disputes with SAP and Sun-Microsystems. It has

So who is the plaintiff? Selectica is a San Jose, California based concern that describes the purpose of its products as the unification of its customers' business processes "to correctly configure, price, and quote offerings across multiple distribution channels."

Looking into its history a little, I've found that Selectica received and spurned a $4 per share tender offer from Trilogy in Jan. 2005, more than a year before Trilogy became the parent company of Versata. So now,in January of 2009, Selectica has been resisting such offers from Trilogy and/or Versata for an even four years.

That's the background. More on this particular poison pill tomorrow.

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