Cisco ups Tandberg bid, expected to win approval

OSLO/NEW YORK (Reuters) - Cisco Systems Inc raised its bid for Tandberg ASA 10 percent to 19 billion Norwegian crowns ($3.41 billion), a move widely expected to win over shareholders of the video conferencing company.

Cisco said on Monday its new bid of 170 crowns per share has the approval of holders of more than 40 percent of Tandberg shares, including the top two investors, OppenheimerFunds, which had opposed the original offer, and Folketrygdfondet.

That was a significant improvement from the less than 10 percent that accepted Cisco's initial 153.50 crown bid,

Analysts and investors expect the new bid, which the U.S. network equipment maker said would be its last, to win more shareholder support. Tandberg's board, which had already supported the original price, called the sweetened offer "outstanding."

Norwegian conglomerate Orkla , which holds 2.2 percent of Tandberg stock, viewed the new price positively.

"We had thought that 153.50 was too low, but 170 is something we will evaluate thoroughly, and there's a good chance we will accept, although we haven't made any decision yet," portfolio manager Ole Dahl at Orkla told Reuters.

The raised bid also confirmed widespread views that the deal was too important for Cisco to drop. Cisco Chief Executive John Chambers has touted online videoconferencing as a key growth area that is on the brink of more widespread adoption.

High-quality, real-time videoconferencing can help companies cut travel costs, and Cisco says it can do more, such as helping businesses like retailers, banks and hospitals launch services from remote locations.

Tandberg is the leading videoconferencing equipment maker, and its products complement Cisco's high-end TelePresence conferencing products and its WebEx desktop video service. The Norwegian company holds 40 percent of the mid-tier market for videoconferencing, according to Wainhouse Research.

Tandberg shares rose 3.8 percent to 163.60 crowns by afternoon, after hitting a lifetime high of 167.50 crowns earlier in the day. Cisco shares rose 1.0 percent to $23.95.

"We have not yet made a decision about this offer, but at this level I believe it has a fair chance of succeeding," said Rune Selmar, director at investment group Rasmussengruppen, which owns about 0.6 percent of Tandberg's stock.

FINAL PRICE, DONE DEAL

Cisco said the new tender offer would expire on December 1 and indicated it could waive its previous requirement that the deal win support from holders of 90 percent of Tandberg shares.

The new offer values Tandberg at around 21 times forecast fiscal 2010 earnings, according to Thomson Reuters I/B/E/S. The No. 2 videoconferencing equipment maker, Polycom Inc , was trading at around 18 times forecast earnings.

Panta Capital, a London firm advising on merger arbitrage that had called the initial bid too low, said the new offer was fair and likely to win favor with investors it represents. "I think it's a done deal now," Peter Germonpre of Panta said.

Even analysts who have a higher price target on Tandberg shares said the new bid will probably win shareholder approval.

"This still undervalues Tandberg, which is worth 180 crowns on a stand-alone basis and at least 200 with a takeover premium," said Arild Nysaether, analyst at Fondsfinans. "But it is an improvement and stands a fair chance of coming through."

A person familiar with the matter said Cisco and its financial advisers at Carnegie and Lazard had canvassed shareholder opinions over the weekend.

UBS analyst Nikos Theodosopoulos, who had not expected a higher offer from Cisco because it could set a bad precedent for future deals, said Cisco may look to alternative acquisitions if it does not win enough support.

"We believe valuation has played a less relevant role versus strategic rationale for the announced acquisition offers, given expansion into new markets and the more competitive landscape with other large cap technology companies such as Hewlett-Packard," he said.

EXPANSION

Cisco has been stepping up deal-making to broaden its product portfolio and provide for all of customers' IT needs, including networking, security and videoconferencing.

Acquisitions have played a key role in Cisco's expansion from its traditional focus on routers and switches. It has grown from a company with annual revenue of around $40 billion from around $1 billion in 1995, when Chambers became CEO.

Such deals, including WebEx in 2007, have also placed Cisco in competition with a wide range of technology companies.

Cisco competes with Hewlett-Packard in high-end videoconferencing, which mainly comprises custom-designed digital boardrooms for executives and boards to hold global meetings.

No other company has publicly shown interest in Tandberg, though analysts have talked of suitors such as Microsoft , HP, IBM and Avaya . A deal could trigger more in the sector, with Polycom seen as a target.

Shares of Radvision Ltd , another mid-tier videoconferencing company, fell 4.7 percent on Monday on fears that the Tandberg deal would hurt its contracts with Cisco.

(Additional reporting by Richard Solem, Camilla Bergsli and Aasa Christine Stoltz in Oslo, Quentin Webb and Eric Auchard in London; Editing by Will Waterman, Tiffany Wu and Steve Orlofsky)

($1 = 5.577 Norwegian crowns)

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