Borland and Open Env - RAD For the Inter/Intra Net Message Board

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Technology Stocks : Borland and Open Env - RAD For the Inter/Intra Net

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To: George Lazar who wrote (13)	7/9/1996 2:07:00 PM
From: Ghassan I. Ghandour	of 70

George: Aren't we misinterpreting the meaning of dilution? I think we have dilution when the assets of a company remain fixed but the number of shares has increased. Here, it all depend on whether the acquisition (or merger) brings in real assets, i.e. whether it is a good acquisition. When we talk about dilution, we are ignoring the intrinsic value of the Open Env. company. Also, when we say that shareholders of Open have a better deal, well if we believe in the deal then they should for they have no part in Borland's present quarter loss. The real question is, can Borland in the present conditions go through with an acquisition no matter how good it is, or should the company have waited on that move until things are better. I understand the lower limit of 13 in the deal. What about the 25? Was the management feeling that the stock could be over 25 by the time of the closure of the deal, giving what they knew about the company or were they afraid that a Borl buy out at a higher price could intervene and they didn't think Open shareholders in such case should get the benefit above a certain limit? Why Borland did this at this time is a mystery to me. Ghassan.

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