Sybase shareholder sues to block SAP suit

The shareholder claims SAP's $5.8 billion offer is too low and is seeking class-action status for his lawsuit

A Sybase shareholder has filed suit to block the sale of the company to applications vendor SAP, saying the $5.8 billion sale price isn't fair, according to documents filed Monday in the U.S. District Court for the Northern District of California.

The suit was brought by shareholder Stephen Alberti of New York and seeks class-action status.

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SAP and Sybase's merger agreement includes a number of terms that "will operate as deterrents to other potential bidders, ensuring that SAP acquires the company," according to the suit. Speculation has swirled in recent days that Hewlett-Packard may be interested in making a bid for Sybase.

Some observers have said SAP may in fact be overpaying for the company in order to fend off potential counteroffers, but Alberti's suit maintains that the price was too low, and that executives "engaged in a scheme to benefit themselves at the expense of Sybase shareholders."

The suit names Sybase, SAP and a number of executives as defendants, including Sybase CEO John Chen. Both SAP and Sybase declined comment.

Other class action suits tied to the pending deal may arise. Also Tuesday, the U.S. law firm of Finkelstein Thompson announced it is "investigating potential claims" on behalf of Sybase shareholders.

The firm's announcement also stated that the merger agreement contains a clause "prohibiting [Sybase's board ] from discussing or seeking any superior proposals."

Meanwhile, the SAP-Sybase deal remains subject to shareholder and regulatory approvals. An SAP spokesman said the company expects to complete the transaction sometime in the third quarter.

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