Ramius Group Reaffirms Its Commitment to Maximizing Value for All Phoenix Technologies Stockholders

Starboard Value and Opportunity Master Fund Ltd., an affiliate of Ramius Capital Group, L.L.C. (together, "Ramius”), today issued an open letter to all stockholders of Phoenix Technologies Ltd. ("Phoenix” or the "Company”) (NASDAQ: PTEC) in which it reaffirmed its commitment to maximizing value for all of the Company’s stockholders. In the letter, Ramius noted it has withdrawn its proposal to purchase Phoenix and that the Company is diverting shareholders' attention from the real issue in this proxy contest - which nominees are most qualified to oversee the Company's turnaround and maximize value for all shareholders? As previously disclosed, Ramius has nominated independent industry experts John Mutch and Philip Moyer for election to the board of directors of Phoenix at the Company’s upcoming annual meeting of stockholders. Ramius Executive Managing Director Jeffrey C. Smith commented, "Phoenix would have you believe that our independent industry-expert director nominees would act, if elected, solely to promote a sale of the Company to us at a price that is below the current market value. This is simply not the case! Our offer is withdrawn. Our nominees are experienced and accomplished industry veterans interested in one thing and one thing only: maximizing shareholder value for ALL shareholders in accordance with their fiduciary duties.” Ramius urges all Phoenix stockholders to sign, date and return the WHITE proxy card by the February 14, 2007 deadline. Stockholders who have questions or need assistance in voting their WHITE proxy card should call Ramius’ proxy solicitors, Innisfree M&A Incorporated at (877) 800-5185. About Ramius Capital Group, L.L.C. Ramius Capital Group is a registered investment advisor that manages assets of approximately $7.9 billion in a variety of alternative investment strategies. Ramius Capital Group is headquartered in New York with offices located in London, Tokyo, Hong Kong, Munich, and Vienna. The full text of the letter is attached: ATTENTION PHOENIX TECHNOLOGIES LTD. SHAREHOLDERS   Vote the WHITE proxy card   FOR   The Ramius Group's Two Director Nominees Dear Fellow Shareholders: We wish to be clear. Our proposal to purchase Phoenix Technologies Ltd. ("Phoenix” or the "Company”) is withdrawn from consideration. We believe that Phoenix is using our recent proposal to acquire the Company, which is no longer on the table, as a smokescreen to divert your attention from the real issue in this proxy contest – WHICH NOMINEES ARE MOST QUALIFIED TO OVERSEE THE COMPANY’S TURNAROUND AND MAXIMIZE VALUE FOR ALL SHAREHOLDERS? PLEASE DO NOT BE MISLED! Phoenix would have you believe that our independent industry-expert director nominees would act, if elected, solely to promote a sale of the Company to us at a price that is below the current market value. This is simply not the case! Our offer is withdrawn. Our nominees are experienced and accomplished industry veterans interested in one thing and one thing only: maximizing shareholder value for ALL shareholders in accordance with their fiduciary duties. Our offer is no longer on the table. We are no longer attempting to buy the Company. We are attempting to get the most qualified people on the board of directors of the Company to represent the best interest of all shareholders. As 13.7% shareholders, we are committed to maximizing shareholder value for all of the Company's shareholders. THIS BOARD WANTS YOU TO IGNORE ITS PAST MISTAKES   DON'T RISK YOUR INVESTMENT ON THE CURRENT BOARD'S IRRESPONSIBLE OVERSIGHT We urge you to sign, date and return the WHITE proxy card today. Even if you have already voted for the Company’s slate, you have every right to change your mind. Simply sign and date the WHITE proxy card – only the latest dated proxy card you return will be counted. Your vote is very important – regardless of how many shares you own. If you have any questions, or need assistance in filling out your WHITE proxy card, please call our proxy solicitors, Innisfree M&A Incorporated, toll-free at (877) 800-5185. We thank you for your consideration and look forward to the responsibility of maximizing value for all Phoenix shareholders. Respectfully, /s/ Jeffrey C. Smith Starboard Value and Opportunity Master Fund Ltd. on behalf of The Ramius Group CERTAIN INFORMATION CONCERNING THE PARTICIPANTS On January 25, 2007, Starboard Value and Opportunity Master Fund Ltd., an affiliate of Ramius Capital Group, L.L.C. ("Ramius Capital”), together with the other participants named herein, made a definitive filing with the Securities and Exchange Commission ("SEC”) of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its two nominees at the 2007 annual meeting of stockholders of Phoenix Technologies Ltd., a Delaware corporation (the "Company”). RAMIUS CAPITAL ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. SUCH DEFINITIVE PROXY STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT ITS TOLL-FREE NUMBER: (877) 800-5185. The participants in the proxy solicitation are Starboard Value and Opportunity Master Fund Ltd., a Cayman Islands exempted company ("Starboard"), Parche, LLC, a Delaware limited liability company ("Parche"), Admiral Advisors, LLC, a Delaware limited liability company, Ramius Capital Group, L.L.C., a Delaware limited liability company ("Ramius Capital"), C4S & Co., L.L.C., a Delaware limited liability company ("C4S”), Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, John Mutch, Philip Moyer and Jeffrey C. Smith (the "Participants”). Starboard beneficially owns 2,774,471 shares of Common Stock of the Company. Parche beneficially owns 528,470 shares of Common Stock of the Company. As the investment manager of Starboard and the managing member of Parche, Admiral Advisors may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. As the sole member of Admiral Advisors, Ramius Capital may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. As the managing member of Ramius Capital, C4S may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. Mr. Mutch beneficially owns 200,000 shares of Common Stock of the Company. Mr. Moyer does not beneficially own any shares of Common Stock of the Company. Mr. Smith does not beneficially own any shares of Common Stock of the Company.