Phoenix Announces Revised Merger Agreement with Marlin Equity Partners for Increased Consideration of $4.20 Per Share in Cash

MILPITAS, Calif., Nov. 3, 2010 -- Phoenix Technologies Ltd.(Nasdaq: PTEC), the global leader in core systems software (CSS), today announced it has executed an amendment to the definitive merger agreement previously entered into by the Company with affiliates of Marlin Equity Partners ("Marlin") on August 17, 2010, and amended on October 21, 2010. Under the terms of the amended merger agreement, which Marlin proposed to Phoenix following the receipt by Phoenix of a definitive acquisition proposal from the Gores Group on November 1, 2010, Marlin matched Gores' offered price and will acquire all outstanding shares of Phoenix common stock for $4.20 per share in cash (the "Amended Marlin Agreement"), or approximately $152 million in total consideration. The consideration under the original merger agreement was $3.85 per share in cash, or approximately $139 million in total consideration.

The new purchase price represents a premium of approximately 39.1% over Phoenix's closing share price of $3.02 on August 17, 2010, the last trading day prior to the public announcement of Marlin's proposal to acquire Phoenix, and a premium of approximately 36.5% over Phoenix's average closing share price for the 30 trading days ending on August 17, 2010.

The transaction is subject to customary closing conditions, including the approval of Phoenix's stockholders. The stockholder meeting to approve the merger that is currently scheduled to be held on November 5, 2010 will be delayed for approximately 14 days from that date. There continues to be no financing condition to the transaction.

About Marlin Equity Partners

Marlin Equity Partners is a Los Angeles-based private investment firm with over $1 billion of capital under management. The firm is focused on providing corporate parents, shareholders and other stakeholders with tailored solutions that meet their business and liquidity needs. Marlin invests in businesses across multiple industries that are in the process of undergoing operational, financial or market-driven change where Marlin's capital, industry relationships and extensive operational capabilities significantly strengthens a company's outlook and enhances value. Since its inception, Marlin, through its group of funds and related companies, has successfully completed over 35 acquisitions. For more information, please visit

About Phoenix Technologies Ltd.

Phoenix Technologies Ltd. (Nasdaq: PTEC), the leader in core systems software products, services and embedded technologies, pioneers open standards and delivers innovative solutions that enable the PC industry's top system builders and specifiers to differentiate their systems, reduce time-to-market and increase their revenues. The Company's flagship products - Phoenix SecureCore Tiano(TM) and Embedded BIOS® -- are revolutionizing the PC user experience by delivering unprecedented performance, security, reliability, continuity, and ease-of-use. The Company established industry leadership and created the PC clone industry with its original BIOS product in 1983. Phoenix has over 200 technology patents issued and pending, and has shipped firmware in over one billion systems. Phoenix is headquartered in Milpitas, California with offices worldwide. For more information, visit

SOURCE Phoenix Technologies Ltd.

Phoenix Technologies Ltd.
Robert Andersen
Chief Financial Officer
Tel: 408-570-1000

Web Site:

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