UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
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SCHEDULE
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1934
(Amendment
No. )
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(Name
of Registrant as Specified in Its Charter)
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RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
PARCHE,
LLC
RAMIUS
ENTERPRISE MASTER FUND LTD
RCG
PB, LTD.
RAMIUS
ADVISORS, LLC
RCG
STARBOARD ADVISORS, LLC
RAMIUS
LLC
C4S
& CO., L.L.C.
PETER
A. COHEN
MORGAN
B. STARK
JEFFREY
M. SOLOMON
THOMAS
W. STRAUSS
JOHN
MUTCH
STEVE
TEPEDINO
JAMES
ZIERICK
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Ramius
Remains Committed to Seeking Change to Agilysys Board of Directors
Believes
Agilysys Stock Price is Deeply Undervalued
NEW
YORK--(BUSINESS WIRE)--Ramius LLC (“Ramius”) today announced that it has filed
with the Securities and Exchange Commission preliminary proxy materials in
connection with its nomination of three highly qualified and independent
candidates for election to the Board of Directors of Agilysys, Inc. (“Agilysys”
or the “Company”) (NasdaqGS: AGYS - News) at the
Company’s 2008 Annual Meeting of Shareholders, which remains unscheduled. Ramius
is the beneficial owner of approximately 12.5% of the Company’s outstanding
common shares. Ramius’ nominees include John Mutch, James Zierick and Steve
Tepedino.
Mark
Mitchell, a Partner at Ramius, stated, “Now that Agilysys has completed its
strategic review process and announced its decision to remain independent, we
believe that it is imperative for management and the Board to realign the cost
structure of all three business units to achieve margins on par with industry
peers, significantly reduce corporate overhead, and refrain from making any
further acquisitions.”
Ramius
believes that Agilysys’ shares are currently trading at a significant discount
to intrinsic value. Mitchell added, “If elected, our nominees are committed to
working with the other members of the Board to pursue operational and strategic
initiatives that are in the best interests of all shareholders with a goal of
maximizing shareholder value.”
About
Ramius LLC
Ramius
LLC is a registered investment advisor that manages assets in a variety of
alternative investment strategies. Ramius LLC is headquartered in New York with
offices located in London, Tokyo, Hong Kong, Munich, and Vienna.
CERTAIN
INFORMATION CONCERNING PARTICIPANTS
Ramius
Value and Opportunity Master Fund Ltd (“Value and Opportunity Master Fund”),
together with the other participants named herein, has made a preliminary filing
with the Securities and Exchange Commission (“SEC”) of a proxy statement and
accompanying GOLD proxy card to be used to solicit votes for the election of a
slate of director nominees at the 2008 annual meeting of shareholders of
Agilysys, Inc., an Ohio corporation (the “Company”).
VALUE AND
OPPORTUNITY MASTER FUND ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The
participants in the proxy solicitation are Value and Opportunity Master Fund,
Parche, LLC (“Parche”), Ramius Enterprise Master Fund Ltd (“Enterprise Master
Fund”), RCG PB, Ltd. (“RCG PB”), Ramius Advisors, LLC (“Ramius Advisors”), RCG
Starboard Advisors, LLC (“RCG Starboard Advisors”), Ramius LLC (“Ramius”), C4S
& Co., L.L.C. (“C4S”), Peter A. Cohen (“Mr. Cohen”), Morgan B. Stark (“Mr.
Stark”), Thomas W. Strauss (“Mr. Strauss”), Jeffrey M. Solomon (“Mr. Solomon”),
John Mutch (“Mr. Mutch”), Steve Tepedino (“Mr. Tepedino”) and James Zierick
(“Mr. Zierick”).
As of the
date of this filing, Value and Opportunity Master Fund beneficially owns
2,342,130 shares of Common Stock of the Company. Parche beneficially owns
323,761 shares of Common Stock of the Company. RCG PB beneficially owns 277,103
shares of Common Stock of the Company. RCG Starboard Advisors, as the investment
manager of Value and Opportunity Master Fund and the managing member of Parche,
is deemed to be the beneficial owner of the 2,342,130 shares of Common Stock of
the Company owned by Value and Opportunity Master Fund and the 323,761 shares of
Common Stock of the Company owned by Parche. Enterprise Master Fund, as the sole
non-managing member of Parche and owner of all economic interests therein, is
deemed to be the beneficial owner of the 323,761 shares of Common Stock of the
Company owned by Parche. Ramius Advisors, as the investment advisor of each of
Enterprise Master Fund and RCG PB, is deemed to be the beneficial owner of the
323,761 shares of Common Stock of the Company owned by Parche and the 277,103
shares of Common Stock of the Company owned by RCG PB. Ramius, as the sole
member of each of RCG Starboard Advisors and Ramius Advisors, C4S, as the
managing member of Ramius, and Messrs. Cohen, Stark, Strauss and Solomon, as the
managing members of C4S, are each deemed to be the beneficial owners of the
2,342,130 shares of Common Stock of the Company owned by Value and Opportunity
Master Fund, the 323,761 shares of Common Stock of the Company owned by Parche
and the 277,103 shares of Common Stock of the Company owned by RCG PB. Messrs.
Cohen, Stark, Strauss and Solomon share voting and dispositive power with
respect to the shares of Common Stock of the Company owned by Value and
Opportunity Master Fund, Parche and RCG PB by virtue of their shared authority
to vote and dispose of such shares of Common Stock. As of the date of this
filing, Mr. Mutch does not beneficially own any shares of Common Stock of the
Company. As of the date of this filing, Mr. Tepedino beneficially owns 10,670
shares of Common Stock of the Company. As of the date of this filing, Mr.
Zierick beneficially owns 775 shares of Common Stock of the
Company.
As
members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, each of the participants in this proxy
solicitation is deemed to beneficially own the shares of Common Stock of the
Company beneficially owned in the aggregate by the other participants. Each of
the participants in this proxy solicitation disclaims beneficial ownership of
such shares of Common Stock except to the extent of his or its pecuniary
interest therein.
Contact:
Sard
Verbinnen & Co.
Media
& Shareholders:
Dan
Gagnier or Renée Soto, 212-687-8080
Source:
Ramius LLC