With only 38% of Ingres Corp shares tendered just before the first close of Ask Computer Systems Inc’s offer for the company, the complex deal under which Ask proposes to acquire the relational database company and finance the bid is clearly a very long way from being a done deal – and equally it is a deal on which Ask’s top management has staked its entire future, so much so that Ask has decided to delist its shares from the NASDAQ national electronic market and reduce them to the status of humble over-the-counter stocks rather than go to the hassle of putting elements of the deal to its shareholders and risking less than full-hearted support. Now founder Sandra Kurtzig, who is back in the saddle after a long break from the company – she holds all three top posts, chairman, president and chief executive – has written an open letter to shareholders to try to retain their loyalty in face of the move to seize control of the board by investor James Lennane. She characterises the acquisition of Ingres as the cornerstone of Ask’s long-term strategy and critical to Ask’s strategies to increase stockholder value, adding that the planned sale of 5.6m new Ask shares to Electronic Data Systems Corp and Hewlett-Packard Co for $60m demonstrates the strong support that these companies have for our strategy. As evidence of her own belief in the future of Ask, she notes that she has personally invested nearly $8.4m cash in Ask shares over the past 14 months. On the attempt by James Lennane to seize control of the board, she declares Lennane has no known experience as a manager or board member in the manufacturing information systems or relational database and tools industries. Moreover, he has failed to offer any specific business plans or programs to Ask… I am optimistic about our future and urge you to reject Lennane’s scheme to seize control of Ask and to derail our carefully conceived strategy, she concludes. If shareholders respond positively to her entreaties, Ask still has one more hurdle to overcome before it can complete the acquisition: it still does not have the bank finance in place for the purchase.The tender offer for Ingres shares is now due to close tomorrow unless it is extended further.
