CA sues takeover raider

CA sues takeover raider

Sam Wyly, the Computer Associates (CA) shareholder who is launching a proxy fight in hopes of taking over the company, claims CA has filed suit against him to stop his takeover bid. CA claims that Wyly's bid to replace the company's board of directors and top management is in violation of the non-compete agreement he signed when he sold Sterling Software International to CA in 2000, he said.

CA has confirmed that it had filed the lawsuit.

"While we look forward to making our case directly to our shareholders, we cannot ignore Mr. Wyly's false and misleading statements and we intend to hold him legally accountable. Furthermore, we believe he has violated a non-compete agreement he signed when he sold Sterling to CA," the company said in a statement. No further comment from CA was immediately available.

The lawsuit was filed earlier this week in the US District Court for the Eastern District of New York, said Wyly's lawyer, John McCafferty of Jones, Day, Reavis & Pogue. Wyly intends to respond to the suit at the beginning of next week, and does not intend to counter-sue, according to McCafferty. He will merely respond to the charges.

"At present, we do not consider the issues raised to represent serious challenges, and do not see that they will involve serious expenditures," he said.

Wyly professed indignation over what he termed CA's "legal maneuvering to try to block shareholders from getting a choice."

"Hey, I'm trying to get hired," Wyly said. "I'm looking for a job at the company. I'm not competing with Computer Associates. I'm competing with (CA founder and Chairman) Charles Wang. He seems to have forgotten that he and the company are not the same."

Wyly declined to state specifically how many shareholders have pledged support to his cause. He has already been rebuffed by one key player: Swiss investor Walter Haefner, who with 21 per cent ownership of CA is the company's largest shareholder. Haefner has thrown his support behind CA's current management, both Wyly and CA say.

That's not a critical problem, according to Wyly. "It's very winnable without Walter Haefner," he said. "We went through all those calculations."

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