Riley Investment Raises Takeover Offer for NetManage (NETM) to $5.50/Share

In a 13D filing on NetManage, Inc. (Nasdaq: NETM) late Monday, 5.6% holder Riley Investment Management, LLC disclosed a letter sent to the company increasing its offer to purchase the company to $5.50. The firm's previous $5.25 offer was rejected by the company.

The firm is extending the date for the company to respond to their proposal to November 20, 2006.

Shares of NetManage are up 6% to $5.15 in mid-day action Tuesday on the news.

A Copy of the Letter:

Dear Mr. Alon:

In your letter to us, dated October 24, 2006, you informed us of your Board of Directors’ decision to reject our proposal to acquire NetManage for $5.25 per share. Consequently, we have decided to increase our offer to acquire all of the outstanding shares of NetManage common stock that we do not already own to $5.50 per share in cash. We are extending the date for you to respond to our proposal to November 20, 2006. Following NetManage’s continued operating losses, as reported in your last earnings release on October 23, 2006, we view our proposal as a fair price for NetManage’s stock.

We wish to reiterate that we have the necessary financial resources at our disposal to finance our proposed acquisition of NetManage. We hope to enter into negotiations with NetManage’s Board of Directors as soon as possible, and hope it will consider our offer seriously for the benefit of NetManage’s shareholders.

Our proposal remains conditioned upon, among other things, completion of satisfactory due diligence and negotiation of mutually acceptable definitive agreements (and the conditions set forth in such agreements). In addition, this letter does not constitute a legally binding obligation, and there will be no binding obligation except as set forth in definitive acquisition documents executed by all parties. We have no obligation to enter into or consummate a transaction, except if and to the extent reflected in any such executed, definitive agreements.

Bryant R. Riley, as Managing Member, Riley Investment Management, LLC

Daniel Zeff, as Managing Partner, Zeff Capital Partners, L.P.

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