Tuesday, June 13, 2006

Farallon Capital Discloses 9.2% Stake in Hummingbird Ltd (HUMC) - 13D

In a 13D filing after the close on Hummingbird Ltd. (Nasdaq: HUMC), Farallon Capital Management disclosed a 9.2% stake noting that its stake was increased after 05/26 the date the company agreed to be acquired by affiliates of Symphony Technology for $26.75 per share. Shares of HUMC are currently at $27.26.

From the 'Purpose Of The Transaction' section of the filing:

"As stated in the Preliminary Note, the Reporting Persons are filing this Schedule 13D to report their ownership of 1,599,093 of the Company's Shares, representing approximately 9.2% of such class. On May 26, 2006, the Company filed a Form 6-K to announce that it had entered into a definitiveagreement, subject to shareholder approval, with affiliates of Symphony Technology Group ("Symphony") under which an entity owned by Symphony will acquire all of the Company's outstanding Shares in an all-cash transaction valued at $26.75 per share, or approximately $465 million.

The purpose of the acquisition of the Shares was for investment, and the acquisitions of the Shares by each of the Funds and the Managed Accounts were made in the ordinary course of business and were not made for the purpose of acquiring control of the Company.

Although no Reporting Person has any specific plan or proposal to acquire or dispose of Shares, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Shares or dispose of any or all of its Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations. No Reporting Person has made a determination regarding a maximum or minimum number of Shares which it may hold at any point in time.

Also, consistent with their investment intent, the Reporting Persons may engage in communications from time to time with one or more officers of the Company, one or more members of the board of directors of the Company and/or one or more shareholders of the Company and/or one or more potential investors in the Company regarding the Company, including but not limited to its operations,capital structure, potential strategies to enhance shareholder value and/or any current or future initiatives that may be proposed or adopted by the Company's management or board of directors. The Reporting Persons may communicate with any of the foregoing persons regarding the announced acquisition by Symphony, the acquisition price and whether the board has considered, or should consider, alternative transactions. During the course of any such communications, the Reporting Persons may advocate one or more courses of action or object to one or more courses of action proposed by the Company.

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto."


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