Wall Street's Rocky Road                        to High-Tech Success
                         3COM TAKES STOCK
                         It's becoming one of the most popular spectator sports of the                        1990s: watching Wall Street. Once upon a time, playing the                        market was considered largely an amusement of the affluent,                        who could withstand a dip in the Dow now and then. But                        today, more and more "average" Americans are becoming                        increasingly obsessed with keeping up with the Jones' portfolio.
                         There's no doubt about it: Stocks are hot. But is the intensified                        focus on the market generating more heat than light when it                        comes to high-tech mergers and acquisitions?
                         Item: Although 3Com's (Santa Clara, CA) pending acquisition                        of U.S. Robotics (Skokie, IL) was widely hailed as a savvy                        step, an article in The Wall Street Journal reported that the                        merger had drawn mixed reviews among financial analysts. One                        reason for the decline in U.S. Robotics' share values prior to                        the acquisition was "concern that modems have become a                        commodity market plagued by permanently depressed prices,"                        according to the article. 
                         Janice Roberts, senior vice president of marketing at 3Com,                        discusses the relationship between shareholders, market share,                        and mind share in 3Com's venture with U.S. Robotics.
                         Network Magazine: Some financial analysts perceived                        the acquisition price of U.S. Robotics as somewhat low.                        Do you think this assessment is accurate?
                         Janice Roberts: We started discussions with U.S. Robotics                        when our stock price was somewhat different than it is now.                        What we focused on was a fair exchange ratio in terms of the                        shares, which we thought we'd achieved with the 1.75                        exchange ratio (1.75 3Com shares for each U.S. Robotics                        share).
                         It was important for us to really hit the ground running. This                        marketplace is volatile in terms of share prices, and when the                        share prices changed, we decided to continue with the                        acquisition. 
                         Network: So timing issues overrode stock value                        concerns?
                         Roberts: What was important for us was to do the deal as soon                        as possible. If we had put if off until the share prices were                        looking more favorable to financial analysts, it wouldn't have                        been such a compelling time from a strategic perspective.                        Instead of focusing on the transaction price, we focused on the                        strategy.
                         Network: What's 3Com's strategy for optimizing its share                        values, particularly in light of the fact that so much of the                        company's revenues will hinge on highly priced                        competitive products such as modems and NICs?
                         Roberts: 3Com has increasingly built up its presence on the                        systems side of its business. We continue to build large projects                        for enterprise customers.
                         At U.S. Robotics, they have built up a very strong presence                        with service providers with their high-end systems platform-and                        with business levels equivalent to Ascend's. I think it's a                        question of visibility of the product range. 
                         Network: How will this strategy manifest itself in terms of                        product offerings?
                         Roberts: You'll see a higher percentage of products such as                        client access devices-either NICs for the desktop or modems.
                         For example, we recently announced a dynamic access                        capability for our network interface card products that brings                        the NIC fully into the system, so we can have more intelligence                        at the edge of the network. We'll be doing the same with the                        modem, as well. Over time you'll see more software value, and                        I think this will be reflected in increased benefits to customers,                        and therefore more shareholder value.  |