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gnulaw (53.79)

Pervasive Software PVSW In Hostile Takeover - 3 Law Firms Already Investigating Board For Breach Of Fiduciary Duty

Recs

2

August 13, 2012 – Comments (30) | RELATED TICKERS: PVSW.DL , SPLK , INTU

Well, quite a day today. Less than 18 hours after this Blog was posted (incl comments 1-11)  privately-held Actian made a public proposal to acquire Pervasive for $8.50/share. What is unusual about this offer is that Steve Shine, CEO Actian, stated 

"...We are surprised that Pervasive has declined our repeated efforts to engage in negotiations,” continued Mr. Shine. “We look forward to Pervasive’s careful and serious consideration of our proposal and an open dialogue with its Board of Directors to complete this transaction. It remains our strong preference to reach a negotiated agreement with Pervasive, and we are confident that working together, we can reach a mutually agreeable transaction in a quick and efficient manner that will benefit both companies and our respective stakeholders...".  

As of 5:00 PM EST Two Law Firms have already launched two separate investigations into possible breaches of fiduciary duty by the Board of Directors. Rigrodsky & Long, P.A. and  Levi & Korsinsky, LLP.

Only one thing to say at this point. qed

Update 3 hours later...8:00 pm edst

At 8:00 PM EST Faruqi & Faruqi, LLP issued the following release:

Faruqi & Faruqi, LLP is Seeking More Cash for the Shareholders of Pervasive Software, Inc.

 

and how do you think these PVSW Institutional holders will react?

 

46 Institutional Holders
8,961,974 Total Shares Held (54.7%)

ROYCE & ASSOCIATES LLC     06/30/2012     1,461,500

DIMENSIONAL FUND ADVISORS LP     03/31/2012     1,393,073

DIALECTIC CAPITAL MANAGEMENT, LLC     03/31/2012     1,239,125

ARIEL INVESTMENTS, LLC     03/31/2012     703,375

FMR LLC     03/31/2012     613,384

RENAISSANCE TECHNOLOGIES LLC     06/30/2012     613,002

VANGUARD GROUP INC     03/31/2012     419,015

BARCLAYS GLOBAL INVESTORS UK HOLDINGS LTD     03/31/2012     394,619

WESTWOOD MANAGEMENT CORP /TX     06/30/2012     372,891

CANNELL J CARLO     03/31/2012     283,646

PUNCH & ASSOCIATES INVESTMENT MANAGEMENT, INC.     06/30/2012     233,289

DALTON GREINER HARTMAN MAHER & CO     06/30/2012     182,365

POLAR CAPITAL LLP     03/31/2012     140,893

TETON ADVISORS, INC.     03/31/2012     115,096

CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM     06/30/2012     97,800

 

...and then there's this short position 

Short Interest

Settle Date     Short Int    Days Cover

July 31              439,717       18.51

July 13              515,713       25.87

June 29             559,704         2.55

June 15               23,758        1.00

 

Source: nasdaq .com/symbol/pvsw/short-interest

 

30 Comments – Post Your Own

#1) On August 14, 2012 at 8:18 PM, gnulaw (53.79) wrote:

PVSW has $2.61/share in cash. That makes the offer $5.89. Are you kidding me?! Seeking Alpha (March 2011) presented an argument for a $9.00 to $20.00 valuation and that was before considerable advances made with their proprietary Big Data technologies. PVSWs present value should be substantially based on its projected DataRush and RushAnalyzer (Big Data technologies) cashflows. This is what has to be fairly valued. Actian's offer is reminiscent of the LBOs of the 1970's and 1980's (Milken, Drexel Burnham, The Predator's Ball, Barbarians at the Gate)...use the acquiree's cash to finance the acquisition and use debt for the rest...Actian arguably and brilliantly may have figured if they could not succeed with their acquisition they would at least acquire a 13D position of 5% sucking shares up to $8.50 while promoting the hell out of the deal effectively creating a bidding war and making a fast exit with a substantial profit.Or they were fronting for an existing Institutional investor  ???

Check out Blackrock Funds Advisors postiion as of the June 30 quarter. Up  895.51%.Note: Blackrock's position was just updated today as you will notice they were not on the above chart as of yesterday.

Story developing...

 

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#2) On August 14, 2012 at 8:36 PM, gnulaw (53.79) wrote:

 

Per comment #1 above Is Blackrock part / all? of the contemporaneous spike in PVSW short interest June 15-20 with their equity position? (see above post or here) or just coincidence?

 

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#3) On August 15, 2012 at 5:43 PM, gnulaw (53.79) wrote:

A fourth law firm, Robbins Umeda LLP Announces*  an Investigation of Pervasive Software, Inc.

"...Shareholder rights firm Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of the law by members of the board of directors of Pervasive Software, Inc. (PVSW) in connection with their actions in relation to Actian Corporation's proposal to purchase the company. Specifically, the firm's investigation focuses on whether the board of directors of Pervasive is undertaking a fair process to obtain maximum value to adequately compensate its shareholders and fully consider the proposal by Actian, or seeking to benefit themselves.

On August 13, 2012, Actian announced that it had proposed to acquire all of the outstanding shares of Pervasive common stock. Under the terms of the proposal, Actian would acquire Pervasive for $8.50 per share in cash. Notwithstanding, the board of directors of Pervasive has purportedly rejected efforts to open negotiations regarding a potential merger...Robbins Umeda LLP attorneys highlight that Pervasive shareholders have the option to file a class action lawsuit against the company to secure the best possible price for the company's shareholders and the disclosure of material information to shareholders so they can vote on the transaction in an informed manner..."

 

* Source: finance.yahoo .com/news/robbins-umeda-llp-announces-investigation-005700572.html

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#4) On August 16, 2012 at 2:35 AM, gnulaw (53.79) wrote:

BREAKING Lance Speck, VP, Pervasive's Integration Division, takes advantage of Actian Buyout Offer Sells 15,000 shares.

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#5) On August 16, 2012 at 6:04 PM, gnulaw (53.79) wrote:

(August 16, 2012) Actian Buyout Update

Breaking - Pervasive Software Shareholder Alert: The Briscoe Law Firm and Powers Taylor, LLP Investigate the Board of Pervasive Software, Inc. Concerning the Receipt of an Acquisition Proposal from Actian Corporation

"...Former United States Securities and Exchange Commission attorney Willie Briscoe and the securities litigation firm of Powers Taylor, LLP are investigating potential claims against the Board of Directors of Pervasive Software, Inc. (“Pervasive” or “PVSW”) (PVSW) concerning the board’s receipt of an unsolicited non-binding letter from Actian Corporation. Under the acquisition proposal, Actian seeks to acquire all the outstanding shares of Pervasive common stock for $8.50 per share in cash..." Source: finance.yahoo .com/news/pervasive-software-shareholder-alert-briscoe-200100315.html

As of today's close 4.81%* of PVSWs common shares have been traded since the Actian buyout offer. 5% triggers a 13D filing assuming all said shares were acquired by Actian.

Note: Pervasive's response to Actian's buyout offer posted August 13, 2012 source: pervasive. com/News/PressReleaseArchive/EntryId/1068/-Pervasive-Software-Receives-Unsolicited-Non-Binding-Letter-from-Actian-Corporation.aspx

* 788,931 shares have traded Aug 13-16 [1]. Pervasive had 16.4M shares outstanding as of Q4FY2012 ending June 30. Source: pervasive. com/News/PressReleaseArchive/EntryId/1061/Pervasive-Software-Reports-Results-for-Its-Fourth-Quarter-of-Fiscal-Year-2012.aspx

[1] finance.yahoo. com/q/hp?s=PVSW+Historical+Prices

 

Note: there is a space between . com on all above links 

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#6) On August 16, 2012 at 6:48 PM, gnulaw (53.79) wrote:

Institutional Holdings Update - All reported as of June 30, 2012 (see main post above)

51 Institutional Holders
9,878,670 Total Shares Held (60.24%)


ROYCE & ASSOCIATES LLC 1,461,500
DIMENSIONAL FUND ADVISORS LP  1,383,281
DIALECTIC CAPITAL MANAGEMENT, LLC  1,381,512 +11.49%
ARIEL INVESTMENTS, LLC  866,065 +23.13%
RENAISSANCE TECHNOLOGIES LLC  613,002
FMR LLC  556,115
BARCLAYS GLOBAL INVESTORS  479,733
VANGUARD GROUP IN  435,557
WESTWOOD MANAGEMENT CORP  372,891     
BLACKROCK FUND ADVISORS  294,686 +893.51%
PUNCH & ASSOCIATES INVESTMENT MANAGEMENT  233,289  
POLAR CAPITAL LLP  191,547
NORTHERN TRUST CORP  184,229 +376.8%

 

Source:  nasdaq. com/symbol/pvsw/institutional-holdings

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#7) On August 18, 2012 at 7:13 PM, gnulaw (53.79) wrote:

Actian Public Buyout Update: A Closer Look at Actian aka Ingres (database)!?

A Major Twist in this Buyout Offer?

I am going to fast-forward through this folks and footnote the key developments/issues of fact...

1974: The release of INGRES and the birth of the database industry [1] [2] [3] [4]

Fast-forward to November 2005... CA Spins Off Ingres as Independent Company [5] to Private Equity Group, Garnett & Helfrich Capital.

Fast forward to August 13, 2012...Actian [Ingres] Corporation Proposes to Acquire [Competitor PSQL] Pervasive Software for $8.50 per Share in Cash [8] [9]

Actian Board of Directors including Terry Garnett (Chairman) and David Helfrich (See Private Equity Group, Garnett & Helfrich Capital, footnotes 5,6,7 above and below).

 

Key Questions now that we know what we know...

1.  Who was behind the extraordinary short spike as of June 2012 (see table above in original post)  [10]

2.  Was Actian/Garnett & Helfrich Capital behind it to lower the stock price to pave way for their offer? Actian [knows] financial markets [5,6,7]

3. Is said short covering [10] absorbed by the Actian ceiling price of $8.50 so the price cannot run away due to huge short coverage ratio so will not hurt whomever is responsible for the unprecedented PVSW short spike in June?

4. Is Actian's lowball offer [11] which included $43 million of Pervasive's own cash why so many Law Firms have jumped in to enforce the best price and their presence is due to Pervasive/Pervasive Institutional Holders and not to enforce Actian's offer?

5. Was said June short position proximate cause in driving the shares down to make $8.50 look reasonable? [10] [11]

Note: Main page of Garnett & Helfrich... "...Formed in March 2004, Garnett & Helfrich Capital, The Venture Buyout Firm™ is a $350 million fund for mid-sized technology spinouts..."[emphasis added].

This is huge folks...has huge implications..but let's not forget said alleged [including but not limited to] gross negligence wielded by Pervasive management and its Board of Directors as consistently cited in exhaustive detail on this Blog [12]. Hopefully, and in their fiduciary capacity, John Farr and the Board of Directors [should] have already been aligning with other suitors e.g.  Intuit, Salesforce, Opera Solutions, Actuate, Oracle, SAP...and will say everything/confirm all said allegations if they are not.

Pervasive is one superior CEO and restructured Board or Acquiror away from superior growth.

Footnotes:

[1]  1974: The release of INGRES and the birth of the database industry coe.berkeley. edu/labnotes/1003/history.html

[2]  Ingres (database) - wilipedia  en.wikipedia. org/wiki/Ingres_%28database%29 - "...Postgres (Post Ingres), a project which started in the mid-1980s, later evolved into PostgreSQL..."

[3]  PostgreSQL - wikipedia en.wikipedia. org/wiki/PostgreSQL 

[4]  Open Source Database Will Proprietary Databases Survive? (a look at databases e.g. Ingres and Pervasive) it-director. com/technology/data_mgmt/content.php?cid=7704

[5]  CA Spins Off Ingres as Independent Company eweek. com/c/a/Database/CA-Spins-Off-Ingres-as-Independent-Company/

[6]  Garnett & Helfrich Capital garnetthelfrich. com/

[7]   CrunchBase - Garnett & Helfrich Capital crunchbase. com/financial-organization/garnett-helfrich-capital

[8]   actian. com/newsroom/press/actian-to-acquire-pervasive-software

[9]   Actian Ingres actian. com/products/ingres

[10]  nasdaq. com/symbol/pvsw/short-interest

[11]  Comment No 1 caps.fool. com/Blogs/pervasive-software-pvsw-in/755051 

[12]  gnulaw Motley Fool Blog - Noninsider shareholder activists-Investigative microcap journalists caps.fool. com/Blogs/ViewBlog.aspx?t=01005232244381733972

Note: there is a space between . com or org on all above links  

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#8) On August 19, 2012 at 9:48 AM, gnulaw (53.79) wrote:

Additional Infoirmation on Actian:

(June 12, 2012) Actian hires Oracle's Mark Milani as senior VP 

(Oct 26, 2011) Ingres Becomes Actian - some questions answered 

Actian Twitter Stream 

Comment: Actian is obviously preparing for an IPO. Their management team is formidable and only recently bringing in the big guns...same month as the PVSW unprecedented short position and contemporaneous with Actian's Buyout offer aka Pervasive's [self-imposed] hostile takeover. Check out Actian's twitter stream around June 12...when PVSW CTO was at NY Cloud Expo as was Actian as CTO was dumping $1M PVSW shares immediately preceding disappointing FY12 numbers ending June 30 contemporaneous with unprecedented short position and PVSW shares tanking...

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#9) On August 19, 2012 at 10:08 AM, gnulaw (53.79) wrote:

Additional Infoirmation on Actian (cont)

 

(June 8, 2012)  Actian hires Ahmed Ezzat as new CTO

Actian's Management Team

Actian's Board if Directors

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#10) On August 19, 2012 at 6:23 PM, gnulaw (53.79) wrote:

Q: How much is (Pervasive:PVSW) worth to Actian's [pending] IPO (see comment #8 above)? Actian has real product...Ingres, Vectorwise...and some substantive Vectorwise/Dell Big Data achievements..PVSW has $50M revenues...Actian appears to be on a growth ramp similar to Attunity:ATTU. If this is true Actian should price at a reasonable amount. SPLK priced at $3B with appx $120M in reveneus and $11M in losses. Real simple, if they don't price viz-a-viz GRPN and the other crack IPOs it could be a very interesting play.

Big Q: How critical is PVSW to their [IPO] endgame? Apparently critical...five and counting contemporaneous lawsuits/investigations of PVSW Board launched with their Buyout offer..who was behind said [very timely] press releases since August 13th?

Actian? Garnett & Helfrich Capital? Institutional Shareholders? ?

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#11) On August 22, 2012 at 9:01 PM, gnulaw (53.79) wrote:

The silence is deafening and says everything...about John Farr. the obvious choice of a White Knight would have been (Actuate:Birt) or privately-held Opera Solutions, other PVSW Big Data partners, and  INTU, CRM, ORCL, MSFT, EMC SAP... Is PVSWs CEO John Farr and its Board of Directors silence proximate cause of alleged incompetence, negligence, and malfeasance as has been cited previously. This is all very very disturbiing.

story developing...

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#12) On August 23, 2012 at 5:33 PM, gnulaw (53.79) wrote:

>>BREAKING Lance Speck, VP, Pervasive's Integration Division, takes advantage of Actian Buyout Offer Sells 15,000 shares. (comment #4 above)

Update

Officer SPECK Registers 15,000 of PERVASIVE SOFTWARE INC

8/21/12 10:33 PM

Source: FORM 144

 

ISSUER: PERVASIVE SOFTWARE INC

SYMBOL: PVSW

 

FILER: SPECK PAUL L

TITLE: Divisional Officer

BROKER: MORGAN STANLEY SMITH BARNEY LLC

RESTRICTED SHARES TO SELL: 15,000

APPROXIMATE DATE OF SALE: 8/13/2012

 

Form 144 Data Source: The Washington Service

info@washingtonservice.com 301-913-5100

(END) Dow Jones Newswires

08-21-12- 2233ET

---------

 

Comment: An officer of Pervasive Software SOLD into a public offer to takeover Pervasive Software. I would argue there is

1. Said consummated transaction is prima facie quid pro quo evidence of acceptance of the offer

2. an insider accepting an offer before the Pervasive Board of Directors has even replied to the offer (and still has not) appears to allegedly represent mulltiple violations and clearly compromised any position Pervasive had/has given Speck is an insider and officer of (Pervasive:PVSW)

Again, in re; this management team, qed.

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#13) On August 27, 2012 at 6:21 PM, gnulaw (53.79) wrote:

(Aug 27, 2012) Pervasive Software Retains Independent Financial Advisor in Response to Unsolicited, Non-Binding Offer

"...AUSTIN, Texas – August 27, 2012 – Pervasive Software® Inc. (NASDAQ: PVSW), a global leader in cloud-based and on-premises data innovation, today announced that it has retained Shea & Company, LLC to assist and advise the Board of Directors in its evaluation of an unsolicited, non-binding proposal the Company received from Actian Corporation on August 13, 2012, as well as the Company’s other strategic alternatives, including remaining independent and executing its existing strategic plans.  Founded in 2005, and with offices in Boston and San Francisco, Shea & Company is an independent investment banking firm that provides objective advice to emerging and established leaders in software, SaaS and technology-enabled services. 

Pervasive remains committed to delivering innovative data management, integration and analytics technology for its customers and partners worldwide.  There can be no assurance that the Board’s consideration of the Actian proposal or the Company’s other strategic alternatives will result in a transaction with Actian or any other party or any specific change in the Company’s current strategic plans. Subject to applicable laws, currently the company does not intend to provide further updates regarding the Board’s consideration of these matters..." Source: Pervasive 

 

Who is Shea & Company LLC?

According to LinkedIn they have 1-10 employees. Their website is  shea-co.com . Interesting website, esp the Business Continuity Plan * link and a 2010 copyright notice ?!

Principals/Analysts:

Managing Director, Michael Shea (Boston)

Chris Pingpank, Principal & Co-Founder (Boston)

Michael Barker, Managing Director (SF)

Joseph Rodgers, CEO  (El Paso, TX)

Brad McCarthy, Associate (Boston)

Josh Weinman, Analyst (Boston)

 

story developing...

 

* "...Shea & Company, LLC plans to quickly recover and resume business operations after a significant business disruption (SBD) and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our clients to transact business. In short, our company’s business continuity plan (BCP) is designed to permit us to resume operations as quickly as possible, given the scope and severity of the SBD..." Source; Shea & Company LLC, August 27, 2012 [ http://www.shea-co.com/business.html ]

 

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#14) On August 28, 2012 at 6:21 PM, gnulaw (53.79) wrote:

(Pervasive:PVSW)  Wants to Eat Their Cake And Have It too.

Ayn Rand was once asked if she could present the essence of Objectivism while standing on one foot. Her answer was:

    Metaphysics: Objective Reality
    Epistemology: Reason
    Ethics: Self-interest
    Politics: Capitalism

She then translated those terms into familiar language:

    "Nature, to be commanded, must be obeyed."
    "You can't eat your cake and have it, too."
    "Man is an end in himself."
    "Give me liberty or give me death." [1]

"...Man has no choice about his capacity to feel that something is good for him or evil, but what he will consider good or evil, what will give him joy or pain, what he will love or hate, desire or fear, depends on his standard of value. If he chooses irrational values, he switches his emotional mechanism from the role of his guardian to the role of his destroyer. The irrational is the impossible; it is that which contradicts the facts of reality; facts cannot be altered by a wish, but they can destroy the wisher. If a man desires and pursues contradictions—if he wants to have his cake and eat it, too—he disintegrates his consciousness; he turns his inner life into a civil war of blind forces engaged in dark, incoherent, pointless, meaningless conflicts (which, incidentally, is the inner state of most people today)..." - John Galt, Atlas Shrugged [2].

Per comments #4 and #12 above Pervasive has given new meaning to Objectivist Ethics tenet "Reason". Pervasive denied its shareholders any awareness of said Actian offer and then when forced to acknowldge pursuant to Actian's "public" offering, one of its Senior Officers sold 15,000 shares into Actian's offer. Pervasive is on record confirming said offer was unsolicited and "...Consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, the Pervasive board of directors will continue to evaluate the proposal and determine the appropriate course of action that it believes is in the best interests of Pervasive’s stockholders...". Again, a senior (NASDAQ:PVSW) Officer tendered 15,000 shares (acceptance) into Actian's buyout (offer) for 8.00/share (consideration) ...a prima facie binding contract folks. Let me put this into clearer perspective. Pervasive accepts the offer but only for their insiders.

So  no fewer than five law firms have descended upon Actian's offer professing an investigation into the (NASDAQ:PVSW)  Board of Director's in re: breach of fiduciary capacity yet there has only been silence. This is big folks and certain non-insider shareholder[s] are vigorously pursuing this situation with all legal recourse including but not limited to class action litigation.

story developing...

[1] The Ayn Rand Institute.

[2] Ibid.

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#15) On September 02, 2012 at 9:15 AM, gnulaw (53.79) wrote:

(Sep 02, 2012) ACTIAN BUYOUT UPDATE

 

As of September 2nd 15 trading days have occurred since Actian's buyout offer. 1,328,500 shares have traded or approximately 8.10% of the shares outstanding.

There have been no SEC filings e.g. a 13D to confirm five (5%) percent ownership has been attained by Actian other than a PVSW senior officer accepting said offer pursuant to his FORMs 144 and 4 filings as cited above.

Of the multiple legal inquiries (in re PVSW Board fiduciary capacity, buyout price) into said public buyout offer there have been no updates from any law firm initiating said inquiries.

 

 

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#16) On September 02, 2012 at 11:14 AM, gnulaw (53.79) wrote:

Pending focus: The Pervasive Board of Directors in re: [including but not limited to] alleged malfeasance, gross negligence, breach of fiduciary capacity, insider trading, stock fraud.

Shelby H. Carter, Chairman of the Board

Since January 1986, Carter has served as a distinguished adjunct professor at the University of Texas Graduate School of Business and College of Business Administration.


David A. Boucher, Director

A Pervasive Software Director since October 1995, David A. Boucher has served as a General Partner of Applied Technology, a venture capital firm, since January 1993. From January 1981 to August 1992, Boucher served as President and Chief Executive Officer of Interleaf, Inc., an electronic publishing software developer.


David R. Bradford, Director

David R. Bradford has served as a Pervasive Software director since October 1995. Bradford serves as CEO at HireVue, which provides a new way to interview on demand. Bradford is also currently Chairman of the Strategic Advisory Board of Fusion-io, which he first joined as a consultant in June 2008.


Nancy Woodward, Director

A Pervasive Software Founder and Director since 1994. She served as Chairman of the Pervasive Board from 1994 through June 2002 and now serves as Vice Chairman.


John Farr, President and Chief Executive Officer

John became the President and CEO for Pervasive in 2006.


Jeff Hawn, Director

Jeffrey S. Hawn has served as a Pervasive director since 2003. Hawn currently serves as Chairman and CEO of Attachmate where he determines overall corporate direction and sets the company's business and acquisition strategies.


Mike Hoskins,
Chief Technology Officer and Executive VP, Pervasive Software and General Manager, Integration Products

story developing...

 

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#17) On September 08, 2012 at 9:49 AM, gnulaw (53.79) wrote:

UPDATE (September 08, 2012)

)  AS A MATTER OF RECORD

)

 

There has been:

No update from even one of the five law firms investigating The Pervasive Board of Directors for Breach of Fiduciary Duty pursaunt to said Actian ("BUYOUT OFFER").

No update from even one of the five law firms investigating said "investigations of the Board of Directors" in re: Fairness of said Actian ("BUYOUT OFFER").

No update from Pervasive in re: Opera Solutions "Big Data" alliance mentioned at the respective quarterly April 24 (Q312) and July 24 (Q4FY12) Conference Calls as previously cited. Note:  Said Actian "BUYOUT OFFER")  fairess should be critically determined purusuant to PV of Opera Solutions, Actuate, et al potential cash flows, DataRush IP, et al [all] in perspective where we are in history and PVSWs lead in this space, profitability, and $43M cash. Further note PVSW continues representing their lead in this space viz-a-viz Jim Falgout, Chief Technologist Big Data & Analytics (PIDX Oil & Gas Big Data Conference, Big Data Science Meetup),  and Mike Hoskins, CTO* . $8.50 seems offensively low or PVSW Big Data technology/IP are figments of PVSWs imagination.

 

* Big Data at PVSW ‏@BigDataPVSW

Pervasive CTO Mike Hoskins on the ‘Wild West’ Days of Big Data, Predictive Analytics, and What’s Ahead http://bit.ly/Ri3pYz © 2012 Twitter

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#18) On September 13, 2012 at 7:00 PM, gnulaw (53.79) wrote:

Update: (13 Sep 2012) Yesterday after the closing bell the Pervasive Board of Directors "...announced that its Board of Directors has met to consider the advice of its independent financial advisor, Shea & Company, LLC, with respect to the evaluation of an unsolicited, non-binding proposal the company received from Actian Corporation on August 13, 2012.  The Board of Directors has instructed Shea & Company to solicit potential bids from interested parties and engage with those parties, including Actian Corporation, regarding their interest in acquiring Pervasive Software. ..." Source: Pervasive

 

PVSW closed at $8.77 up 3.91%  on 144,225 shares or >2X ADV (3 mo)...and this volume is based on post-Aug 13 Buyout offer at $8.50/share by Actian Corp. It is pretty safe bet Actian was and is prepared to pay arguably upwards to 9.50/sh esp if there are no other suitors. The fact that the Board agreed to open up the bidding, the best possibe scenario for shareholders given there is now a bidding war and there is not a "lockup" agreement to prevent any locking of price pursuant to any pre-arranged deals. 

If PVSW has any technology this will be snapped up very soon by a much larger player than Actian or if there are no other suitors it will confirm several things, as follows:

1. Pervasive has no Big Data IP.

2. John Farr and the Board of Directors used PVSW as a personal ATM for two decades and the Board opened up the bidding because they were/are about to be sued for alleged malfeasance and stock fraud/insider trading violations, including SEC Rule 10b-5, which is still a very live scenario. PVSW has not grown revenues from 2004 - 2012 as documented here.

3.  Accordingly, pursuant to point 2 above, and regardless of the outcome, the new owner can immediately jettison all Pervasive employees involved in marketing, sales, and communications, by definition.

Prediction: PVSW will be acquired for $9.00-$9.50 by Actian or north of $9.50 by another party perhaps Opera Software, Actuate:BIRT, INTU, et al...this will all be over with by October 31. Note Q1 ending Sep 30 2012 is scheduled to be announced around October 25.

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#19) On September 13, 2012 at 7:40 PM, gnulaw (53.79) wrote:

Short Position Update:

 

Settle Dt     Shrt Int     Avg Dly Vol  Days Cover

8/31/2012    366,299       50,830          7.206355

8/15/2012    402,863       77,005          5.231647

7/31/2012    439,717       23,756         18.509724

7/13/2012    515,713       19,937         25.867131

6/29/2012*   559,704       219,159        2.553872

6/15/2012     23,758        34,603          1.000000

Source:  NASDAQ  

 

* Actian/Garnett & Helfrich? And were the above five law firms also hired by Actian/Garnett & Helfrich?

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#20) On September 27, 2012 at 8:03 PM, gnulaw (53.79) wrote:

Short Position Update:

 

Settle Dt     Shrt Int     Avg Dly Vol  Days Cover

9/14/2012    361,487       42,341          8.537517

8/31/2012    366,299       50,830          7.206355

8/15/2012    402,863       77,005          5.231647

7/31/2012    439,717       23,756         18.509724

7/13/2012    515,713       19,937         25.867131

6/29/2012*   559,704       219,159        2.553872

6/15/2012     23,758        34,603          1.000000

Source:  NASDAQ  

 

* Actian/Garnett & Helfrich? And were the above five law firms also hired by Actian/Garnett & Helfrich?

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#21) On September 27, 2012 at 8:16 PM, gnulaw (53.79) wrote:

Re: Comment #18 above

 

AS A MAtTER OF RECORD The Pervasive (NASDAQ:PVSW) Board has failed to secure any rival bids suggesting Pervasive has no Big Data IP (DataRush). If that is the case ie they do not secure a rival bid expect class action(s) litigation v the Pervasive Board and Senior officers for causes of action including but not limited to alleged stock fraud, misrepresentation, malfeasance, and insider trading. Said alleged causes of action will/are be/being vigorously pursued with all legal recourse.

Further,

AS A MATTER OF RECORD John Farr has still not formally disclosed Pervasive's (NASDAQ:PVSW) alliance with Opera Solutions announced last April as documented on this thread.

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#22) On September 30, 2012 at 4:30 PM, gnulaw (53.79) wrote:

Q1 FY2013 ended September 30, 2012. Why is the Actian Corporation buyout offer still pending and or no other suitor? Something stinks. And where is Mike Hoskins, [formerly]? CTO and GM of PVSW Big Data and the person this blog has alleged may be guilty of violating the Insider Trading Sanctions Act of 1984 and the Insider Trading and Securities Fraud Enforcement Act of 1988 pursuant to his "tweets" and stock sells on and around June 13 - 22 2012 as q4fy2012 was ending? Said stock SELLS during the alleged Blackout/Quiet/Closed Trading Window period for Pervasive insiders esp given the fact the Haskins aka @MikeHSays ( http://twitter.com/MikeHSays ) and PVSW CTO is a Director. We see no "tweets" from Mike since putting a spotlight on said trades, tweets...nor his name on the bigdata.pervasive.com nor associated with Big Data??? Nor do we see the very suspicious and (formerly) continuing alleged sycophantical tweets to @MikeHSays from the PVSW Communications Department on and around said stock SELLS.

)

)   PVSW Non-Insider Shareholders v. Pervasive Software

)   In Re: ( April 29, 2012 ) $PLUNK IPO. PVSW - SPLK: In )Perspective PVSW - Q3 Ending March 31, 2012 (including  )comments 11, 12, 13, 15, 16, 19)

)  ( June 29, 2012 ) (Pervasive:PVSW) What's Wrong With This Picture? (incuding comments 1-17)

)  ( August 11, 2012 ) [Update1] (Pervasive:PVSW) What's Wrong With This Picture? (including comments 1-11).

)

)   and further allege as follows pursuant to the following incorporated references

)


References

1.  (April 29, 2012)  $PLUNK IPO. PVSW - SPLK: In Perspective PVSW - Q3 Ending March 31, 2012 (Including comments 1-19)

2.  (March 23, 2012)  Is Pervasive's (NASDAQ:PVSW) Future / Shareholder Value Hiding in Plain Sight? (Including comments 1-10)

3.  (Jan 28, 2012)  PVSW - Q2 2012 Ending 31 Dec 2011 (Including comments 1-8)

4.  January 12, 2012 (NASDAQ:PVSW) Non-insiders Sustain Shareholder Value Destruction As Insiders Award Themselves $1.6M  (Including comment #1)

5.  October 28, 2011 OPS OCCUPY PERVASIVE SOFTWARE - (NASDAQ:PVSW) Q1 Fiscal 2006 v Q1 Fiscal 2012 (Including comments #1 - #20)

6.  September 02, 2011  (NASDAQ:PVSW) 2011 Sees No Insider Buying But Much Insider Selling, Share Buybacks a Sham? (Including comments #1 - #20)

 

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#23) On September 30, 2012 at 5:56 PM, gnulaw (53.79) wrote:

What happened/Why/Who is behind Mike Hoskins being moved off Big Data?

(September 16, 2011) TEDxBGSU - MIKE HOSKINS- CTO, PERVASIVE SOFTWARE - HOW BIG DATA IS CHANGING THE WORLD 

(April 27, 2012)  Oreilly STRATA Big Data Conference

(June 29, 2012) Big Data Technology: Are You in Over Your Head? (ZDNet Hot Topics webcast) 

(July 11, 2012) Opening Keynote: The Walking Giant - The Coming Era of Enterprise Ready PaaS
This is the opening keynote given by Mike Hoskins, GM Big Data and CTO, Pervasive Software at DeployCon 2012. 

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#24) On October 03, 2012 at 8:00 PM, gnulaw (53.79) wrote:

Pervasive finally [formally] announces/discloses strategic alliance with Opera Solutions

(October 2, 2012) Opera Solutions Leverages Pervasive Software Platform to Accelerate Big Data Analytics

 

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#25) On October 05, 2012 at 8:43 PM, gnulaw (53.79) wrote:

(October 05, 2012) (NASDAQ:PVSW) Files FORM DEF 14/A.

Annual Meeting to be held November 12, 2012. 

Nominees for Class III Directors with Terms Ending in 2015

Set forth below is information regarding the nominees, including their ages as of October 8, 2012, the period during which they have served as directors, and information furnished by them as to principal occupations and directorships held by them in corporations whose shares are publicly registered. Our Board of Directors has determined that each of the following nominees for director is an independent director as defined by applicable SEC rules and NASDAQ listing standards: David A. Boucher and Jeffrey S. Hawn.

                     

Name                         Director  Since                 

David A. Boucher                 1995

Jeffrey S. Haw                      2003

Michael E. Hoskin                2003

 

Directors Not Standing for Election

Set forth below is information regarding the continuing directors of the Company, including their ages, the period in which they have served as directors, and information furnished by them as to principal occupations and directorships held by them in corporations whose shares are publicly registered.


Name                             Director Since


David R. Bradford                  1995    

Shelby H. Carter, Jr.              1996

John E. Farr                         2006

Nancy R. Woodward             1994

 

Non-insider shareholders to sue Pervasive Directors for unspecified damages including but not limited to all option awards and salaries from 1994 through the present in re: following causes of action including but not limited to alleged malfeasance, violations of SEC Rule 10b-5, Insider Trading Sanctions Act of 1984 and the Insider Trading and Securities Fraud Enforcement Act of 1988, criminal gross negligence.

This lawsuit will enjoin other parties if an acquisition is not accepted or in place prior to/contemporanous with PVSW's pending Earnings Conference Call schedule for approximately October 25th.

We accordingly urge the following controlling shareholders (and the other 41 Institutional shareholders) to vote against said DEF 14/A Shareholder Proposal(s).

 

Royce & Associates LLC  8.8%

Dimensional Fund Advisors LP  8.4%

Dialectic Capital Management, LLC  8.4%

Ariel Investments LLC  5.2%  

 

Story developing.

 

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#26) On October 06, 2012 at 6:42 PM, gnulaw (53.79) wrote:

>>(Sep 30) post #23 What happened/Why/Who is behind Mike Hoskins being moved off Big Data?

 

He's baaaack 5 ref/ Twitter Oct 5 and post #24 above (Opera Solutions)

Twitter Oct 5  Mike Hoskins ‏@MikeHSays

Darth Vader, #BigData, and #PredictiveAnalytics http://bit.ly/R9pRiU © 2012 Twitter

 

Note: PVSW updated their Executive Team site re: Mike Hoskins role but not his position as Director ref/

 

(Saturday October 06, 2012 3:30 PM PDT)


Board of Directors

Mike Hoskins, Chief Technology Officer and Executive VP, Pervasive Software and General Manager, Integration Products

Mike Hoskins brings more than 20 years of experience in developing and managing software companies to his roles as Chief Technology Officer and General Manager of Pervasive’s Integration Products business unit. Mike joined Pervasive through its December 2003 acquisition of Data Junction Corporation, where Mike served as President for the prior 15 years. As Chief Technology Officer, Mike champions Pervasive's technology direction, evangelizes the company's industry-leading low-TCO approach to data management and integration worldwide and directs the company’s Innovation Labs. In his role as General Manager, Mike is responsible for the growth, development and success of the Integration Products business unit and its leadership in providing agile, embeddable integration. Mike has an extensive background in programming and systems development. In 1982 he formed SaudiSoft, a leading software company in the Middle East. Mike graduated Summa Cum Laude in 1977 from Bowling Green State University in Ohio. He is a widely respected forward thinker in the integration industry, has been published in a variety of publications, and speaks worldwide on innovations in data management and integration.  Topics which Mike has explored from an industry perspective include Software as a Service, ROI in the integration space, the last mile of integration and integration out of the box.

(Note: the below is new folks). Reaction to Sep 30 comment above? 

(Saturday October 06, 2012 3:30 PM PDT)

Executive Team

Mike Hoskins, Pervasive CTO and General Manager, Big Data and Analytics

Pervasive CTO Michael Hoskins directs the Pervasive Big Data and Analytics Products and Solutions team, and evangelizes Pervasive’s innovations in big data challenges, including cloud-based and on-premises data management and integration.

Mike received the AITP Austin chapter's 2007 Information Technologist of the Year Award for his leadership in developing Pervasive DataRush™, a highly parallelized framework to leverage multicore.

Mike, a Distinguished and Centennial Alumnus of Ohio’s Bowling Green State University, is a respected technology thinker who speaks worldwide. He participated in the “Open Standards and Cloud Computing” panel at the 2009 Annual Conference on Knowledge Discovery and Data Mining, the “Scaling the Database in the Cloud” panel at Structure 2010, the “Many Faces of MapReduce - Hadoop and Beyond” panel at Structure Big Data 2011 and delivered the DeployCon keynote in 2012: “The Waking Giant: The Coming Era of Enterprise-Ready PaaS.”  Discussion topics include applying parallelism to tackle big data, gaining price/performance efficiency in the Hadoop ecosystem, Software as a Service and cloud-based data services. Follow Mike on Twitter: @MikeHSays.

 

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#27) On October 10, 2012 at 7:32 PM, gnulaw (53.79) wrote:

(October 3, 2012) TC Lending, a Subsidiary of TPG Specialty Lending, an Affiliate of TPG, Provides Committed Financing to Support Actian Corporation’s Fully Funded All-Cash Offer to Acquire Pervasive Software (NASDAQ: PVSW) for $8.50 per Share .

 

Comment:

If Shea & Co (including John Farr and the PVSW Board) (comment #13 above) cannot leverage all issues of fact at this point (cash/sh, Opera Solutions, Actian totally commited...) they should be out of business(.) The definition of a perfect storm as one can find in the world of acquisitions, bidding wars, premiums esp viz-a-viz Big Data i.e. PVSW has proprietary technology in an industry which is regarded by everyone as as big or bigger than the invention of the database and represents the next frontier in innovation. Said failure will also trigger vigourous class action litigation against all officers and Directors of Pervasive, Actian, and all law firms involved in this matter as documented on this thread. Again, something stinks given no news which confirms said allegations of gross negligence wielded by John Farr and the Board of Directors (comment #16 above, and 1-26 inclusive).

Story developing.

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#28) On November 05, 2012 at 7:18 PM, gnulaw (53.79) wrote:

(Sep 13, 2012) Prediction: PVSW will be acquired for $9.00-$9.50 by Actian or north of $9.50 by another party perhaps Opera Software, Actuate:BIRT, INTU, et al... Source: Comment #18 above

Update: (November 05, 2012) In Play - Actian Ups Takeover Bid to $9/Sh - Source: Barron's blogs.barrons. com/techtraderdaily/2012/11/05/pervasive-rising-actian-ups-takeover-bid-to-9sh/

 

 

 

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#29) On January 19, 2013 at 11:03 PM, gnulaw (53.79) wrote:

Short Position Update:

 

Settle Dt     Shrt Int     Avg Dly Vol  Days Cover

12/31/2012  218,304       73,371          2.975344

9/14/2012    361,487       42,341          8.537517

8/31/2012    366,299       50,830          7.206355

8/15/2012    402,863       77,005          5.231647

7/31/2012    439,717       23,756         18.509724

7/13/2012    515,713       19,937         25.867131

6/29/2012*   559,704       219,159        2.553872

6/15/2012     23,758        34,603          1.000000

Source:  NASDAQ  

 

* Actian/Garnett & Helfrich? And were the above five law firms also hired by Actian/Garnett & Helfrich?

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#30) On January 27, 2013 at 2:34 PM, gnulaw (53.79) wrote:

Short Position Update:

 

Settle Dt     Shrt Int     Avg Dly Vol  Days Cover

1/15/2013    214,246       23,838          8.987583

12/31/2012  218,304       73,371          2.975344

9/14/2012    361,487       42,341          8.537517

8/31/2012    366,299       50,830          7.206355

8/15/2012    402,863       77,005          5.231647

7/31/2012    439,717       23,756         18.509724

7/13/2012    515,713       19,937         25.867131

6/29/2012*   559,704       219,159        2.553872

6/15/2012     23,758        34,603          1.000000

Source:  NASDAQ  

 

* Actian/Garnett & Helfrich? And were the above five law firms also hired by Actian/Garnett & Helfrich?

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