CA holds firm despite takeover bid

Computer Associates (CA) on Friday responded again to shareholder Sam Wyly's announced attempt to wrest control of the company, calling his assertions "outrageous and self-serving." The company's initial response on Thursday briefly stated its commitment to shareholders; Friday's strongly worded statement made it clear that CA is ready to fight.

"Our management and board have done well for CA's shareholders, and we intend to strongly oppose Mr. Wyly's proposal," the statement said.

Led by Wyly, an investment group called Ranger Governance on Thursday announced it would file a proxy fight with the U.S. Securities and Exchange Commission and will attempt to convince CA shareholders that the software maker's current board of directors is incompetent and should be ousted. Gaining control of a company by winning a proxy fight prevents the acquiring company from paying a premium price for the acquired company, according to Barron's Dictionary of Finance and Investment terms.

The proposal includes a new set of nominees for the board, of which Mr. Wyly would become chairman if so elected. The proposal also accuses CA's current executives and board of what Ranger Governance calls significant mismanagement that has resulted in disgruntled employees, customers, and shareholders.

"We strongly disagree with Mr. Wyly's charges and deeply resent his outrageous and self-serving assertions regarding our customers and employees," CA said in a written statement. "Customer satisfaction and employee commitment (are) paramount to our success and both continue to be a major focus of our company."

CA's annual shareholder meeting is slated for August 29. Between now and then, Ranger Governance will attempt to convince shareholders to vote out the current CA board, an official with the investment group said. But CA is lining up its defense. The company's largest shareholder "has already reaffirmed his support for CA's management and board," the statement said. This shareholder has been identified as Walter Haefner in published reports.

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