Phoenix Technologies Ltd. Faces Investor Investigations

If you are a current investor in Phoenix Technologies Ltd. (NASDAQ:PTEC), who purchased PTEC stocks prior to August 17, 2010, and continue to hold those shares, and/or have any information relating the investigation, you have certain options and you should contact the Shareholders Foundation, Inc.

To have your information reviewed for options and to recieve notifications about this investigation, please use this form. You may also send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.

Company Name(s):

Phoenix Technologies

Affected Securities:

NASDAQ: PTEC

After Phoenix Technologies announced on Tuesday its takeover by affiliates of Marlin Equity Partners several investigations on behalf of current investors of Phoenix Technologies Ltd. (NASDAQ:PTEC) concerning potential breaches of fiduciary duty by the PTEC board of directors were announced.

Phoenix Technologies Ltd., located in Milpitas, California, designs, develops and supports core system software, operating system software and application software for personal computers and other computing devices. On Tuesday, Aug 17, 2010, after the market closed Phoenix Technologies Ltd. (Nasdaq: PTEC) announced it has entered into a merger agreement with affiliates of Marlin Equity Partners under which the affiliates of Marlin Equity Partners will acquire all outstanding shares of Phoenix Technologies Ltd. common stock for $3.85 per share in cash, or approximately $139 million in total consideration. According to Phoenix Technologies the agreement was unanimously approved by its board of directors and the offer represents a premium of approximately 27% over Phoenix's closing share price of $3.02 on August 17, 2010, the last trading day prior to the public announcement of the proposal to acquire Phoenix for $3.85 per share in cash, and a premium of approximately 25% over Phoenix's average closing share price for the 30 trading days ending on August 17, 2010.

Shares of Phoenix Technologies Ltd. (NASDAQ:PTEC) increased from $3.05 per share on Tuesday and traded after the announcement at $3.78 per share. But PTEC shares were down from its current 52weekHigh of $4.19 per share, and almost $17 per share during 2008. In addition at least one analyst set a price target for Phoenix Technologies stock at $4.00 per share.

The investigation by a law firm “concerns whether the affiliates of Marlin Equity Partners, as well as the directors of Phoenix Technologies Ltd. breached their fiduciary duties by not acting in Phoenix Technologies (NASDAQ:PTEC) shareholders' best interests in connection with the sale process of Phoenix Technologies Ltd, whether the Phoenix Technologies Board of Directors breached their fiduciary duty to Phoenix Technologies Ltd. (NASDAQ:PTEC) stockholders by failing to adequately shop the Company prior to entering into the agreement, whether the Board of Directors breach their fiduciary duties by not seeking a deal that will provide better value for Phoenix Technologies Ltd., and whether the affiliates of Marlin Equity Partners are underpaying for Phoenix Technologies (PTEC), thus unlawfully harming PTEC stockholders.”