Trilogy Discloses 10.4% Stake in NetManage (NETM), May Be Interested In an Acquisition

In a 13D filing Wednesday on NetManage Inc. (Nasdaq: NETM), Trilogy/Versata Enterprises/Joseph A. Liemandt disclosed a 10.4% stake in the company.

In the filing, Trilogy had wording that would suggest they would be interested in an acquisition of the entire company.

In addition, a disclosure listed as "Other Persons" shows that other directors of Trilogy (Emancipation Capital and Mr. Frumberg) have suggested in the past that NetManage's stock was undervalued and the maximum value of the stock will best be realized through a sale to a third party.

The principal business of Versata Enterprises, Inc. is providing enterprise software products and services. Versata is a wholly owned subsidiary of Trilogy, Inc.. The principal business of Trilogy is providing technology-powered business services. Joseph A. Liemandt is an officer and a director of Versata and the President, Chief Executive Officer, and Chairman of the board of directors of Trilogy and may be deemed to control each of Versata and Trilogy.

From the Filing:

The acquisition of securities of the issuer by Versata is for investment purposes.

Each reporting person plans and proposes to review their investment in the issuer on a continuing basis. Depending upon the factors discussed below and any other factors that are or become relevant, each reporting person plans and proposes to: acquire additional shares of common stock of the issuer in open market or privately negotiated transactions; sell all or part of the shares in open market or privately negotiated transactions; recommend one or more transactions involving the sale of all or a part of the equity interests in the issuer; make a proposal for the acquisition of all or a part of the equity interests in the issuer; or engage in any combination of the foregoing.

Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the common stock, the financial condition, results of operations and prospects of the issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors. Although the foregoing reflects plans and proposals presently contemplated by each reporting person with respect to the issuer, the foregoing is subject to change at any time, and there can be no assurance that any of the actions set forth above will be taken.

Other Persons

According to Emancipation Capital and Mr. Frumberg:

Each of Emancipation Capital and Mr. Frumberg originally acquired shares for investment in the ordinary course of business. As previously indicated in its Schedule 13D dated September 15, 2006, Emancipation Capital and Mr. Frumberg believe that the shares at current market prices are undervalued and that the maximum value of the issuer may best be realized through a sale of the issuer to a third party. Emancipation Capital and Mr. Frumberg have engaged and intend to continue to engage in discussions, as deemed appropriate by Emancipation Capital and Mr. Frumberg, with the management and board of directors of the issuer requesting them to give serious consideration to any acquisition proposals. In the ordinary course of their investment business, from time to time, representatives of Emancipation Capital and Mr. Frumberg engage in discussions with the management of companies in which they have invested concerning the business and operations of the company and potential approaches to maximizing shareholder value. Emancipation Capital and Mr. Frumberg have engaged, and intend to continue to engage, in such discussions with the issuer, other holders of the issuer's shares and/or third parties.

Emancipation Capital and Mr. Frumberg have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth in the preceding paragraph or this paragraph or such as would occur upon completion of any of the actions in either such paragraph. Emancipation Capital and Mr. Frumberg intend to review their investment in the issuer on a continuing basis. Depending on various factors including, without limitation, the issuer's financial position and strategic direction, price levels of the shares, conditions in the securities market and general economic and industry conditions, Emancipation Capital and Mr. Frumberg may in the future take such actions with respect to their investment in the issuer as they deem appropriate including, without limitation, purchasing additional shares or selling some or all of their shares, hedging their positions and/or otherwise changing their intentions with respect to any and all matters referred to herein.