BCSI’s share price might undergo major upward movement after 25-Oct-2011

• Blue Coat Systems, Inc. (BCSI) - Currently trades at $ 16.00
• Market Capitalization: $ 675M
• Cash: $342M; Total debt: $78M
• Share Float: Approximately 35M
• Dates to watch out for: 25-October- 2011
• Sector: Technology; Industry: Technical & System Software
• Main Catalyst: Standstill agreement with Elliott Associates set to expire on 25-October
• Trading timeline: 1 months

What does Blue Coat do? – Blue Coat Systems, Inc. designs, develops and sells proxy and other appliances, and related software and services that secure the delivery of business applications, Web content and other information to distributed users over a wide area network (WAN), or across an enterprise’s gateway to the public Internet (also known as the Web). Its business consists of two categories: products and services. As of April 30, 2011, the Company categorized its products and services into three service and product offerings: Web Security, WAN Optimization and Cloud Service. On January 25, 2010, it acquired 84.5% of the outstanding shares of S7 Software Solutions Pvt. Ltd. (S7), which is an information technology (IT) research and development outsourcing firm based in Bangalore, India. In July 2010, it acquired an additional 8.4% of the outstanding shares of S7. On November 22, 2010, the Company acquired the remaining 7.1% of the outstanding shares of S7. (Source: Google Finance)

Situation - Elliott Associates filed its first 13D in Dec-10 declaring a 6.4% stake in Blue Coat Systems (BCSI) at an average price of USD 25 to USD 26 a share. 27% of Elliot’s stake is in form of common shares while another 65% in the form of convertibles notes due Jun-2013. Elliott has steadily been increasing its stake by buying equity and through use of derivative contracts. Since Dec-10, BCSI share price have declined more than 50%. Elliott filed a 13D/A on 01-Sep-11, according to which Elliott collectively owns 9.9% of BCSI. Still probably under water, the fund, entered into an agreement with BCSI pursuant to which Elliott agreed that until 25-Oct-11, unless extended, Elliott will not without Bluecoat’s prior written consent acquire or knowingly facilitate the acquisition or ownership of, any securities or assets of BCSI or group with other shareholders or seek to restructure the company.

But the agreement does not preclude Elliott from approaching BCSI’s Board of Directors until such time that the matters discussed are not disclosed in public. Elliott has been involved in activism in firms such as Brocade, Swiss biotech company Actelion, Iron mountain and Epicor software. Epicore did get sold to Apax in 2010; however in other situation where Elliott lost proxy fights, it was able to push through with management changes. Despite the management changes at BCSI where SVP of operations left and the firm named Greg Clark as its new CEO on 18-Aug-11, Elliott signed a standstill agreement with the company. This may signal that the fund might be negotiating a potential sale or a breakup of the company behind closed doors.

BCSI traded as high as USD 30 a share on 03-Jan-11.