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Exclusive: Symantec to hire banks for advice, activism defense - sources

Symantec headquarters are seen in an undated publicity photo. REUTERS/Handout via Symantec

By Nicola Leske, Nadia Damouni and Soyoung Kim

NEW YORK (Reuters) - Anti-virus and security software maker Symantec Corp, which recently fired its chief executive amid declining sales and fierce competition, is in the process of hiring banks to help advise on strategy and defend against possible activist investors, according to several people familiar with the matter.

The $14 billion company, best known for its Norton anti-virus software, has been interviewing top Wall Street banks in recent weeks, including JPMorgan Chase & Co, Goldman Sachs Group Inc and Morgan Stanley, the people said on Friday.

JPMorgan, which helped Symantec in the past when the company was the target of potential activism, is expected to land a role as Symantec's financial adviser, although a mandate has yet to be finalized, the people said, asking not to be named because the discussions are not public.

Symantec has decided to hire a bank as it is worried that its recent turmoil and management shake-up could potentially attract activist investors, the people said. Such investors buy shares in a company with the aim of making management changes.

Some of the large activist funds have already started examining the company as a potential target, the people added.

A representative for Symantec declined to comment on specifics but said Symantec commonly hired financial advisers to help the company with its business. JPMorgan, Goldman Sachs and Morgan Stanley declined to comment.

A number of well-known technology companies, such as Apple Inc, Microsoft Corp, Hewlett-Packard Co and Yahoo Inc, have been targeted by activist investors in recent years as the sector undergoes rapid change and old technology companies sit on large piles of cash.

Symantec is currently searching for a new CEO after it surprised the market on March 20 by firing Chief Executive Steve Bennett, who was on the job for less than two years.

Bennett had been brought in to turn around the faltering company in July 2012, but the board felt he was not moving quickly enough. Revenue continued to shrink amid fierce competition from smaller, more nimble rivals such as FireEye Inc, Palo Alto Networks Inc and Check Point Software Technologies, the people said.

Symantec's shares have lost 17.5 percent over the past 12 months, compared with a 1.5 percent rise in the NASDAQ Composite Index. The stock dropped as much as 14 percent on March 21, the day after news of the CEO departure.

"We believe the recent price action of Symantec could attract the interest of activists who could nominate new board members, which could be supported by existing holders," RBC Capital Markets analyst Matthew Hedberg said in a research note on Thursday.

Activist investors circled the company in the past.

In 2010, the company faced pressure from investors, including Ralph Whitworth's Relational Investors LLC, which pushed the software company to split its storage and security businesses, Reuters reported at the time.

Whitworth, who had a position in Symantec and met with company management to discuss strategy, decided not to launch a public campaign after stock prices rebounded later in 2010.

A recurring theme with Symantec among investors and analysts is whether the company should look at selling itself, or unlock value by separating its businesses.

Symantec entered the data storage business with its $13.5 billion acquisition of enterprise storage company Veritas in 2005, a move widely seen as not having reaped the expected benefits.

Last year, speculation also swirled that Symantec might offload Altiris, an IT management and software business it bought in 2007 for $830 million.

Analysts have said that Symantec would benefit more from selling off assets within its consumer, storage and server businesses than looking to sell the whole company, which would be unlikely due to its size.

Based on a sum of the parts, Symantec could be worth $27 a share, or $19 billion, RBC's Hedberg said. The shares are currently trading around $20 on the Nasdaq.

"Overall, we think Symantec would benefit from a focus on enterprise security and compliance where the company could differentiate through additional M&A," Hedberg said.

He added that while private equity could be an option, the company's current market and a control premium would make it a very large transaction and thus very unlikely.

(Reporting by Nicola Leske, Nadia Damouni and Soyoung Kim; Editing by Nick Zieminski and Dan Grebler)