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Technology Stocks : PSIX up 26.5%, Takeover(?)
PSIX 68.00-0.8%Jan 6 3:59 PM EST

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To: JAMES P. McVEIGH who wrote (1849)1/22/1998 5:15:00 PM
From: Ken Turetzky   of 5650
 
Here's the next part:

=PSINet -3: Former Digex CEO Opposed To IXC Alliance

Dow Jones News Service via Dow Jones

Under the terms of the planned alliance between PSINet and IXC, IXC would
provide 10,000 OC-48-equivalent route miles on its nationwide fiber network for
a 20-year term in exchange for 20% of PSINet's common shares.

USinternetworking's McCleary said that in his original proposal, he asked
PSINet to postpone Friday's shareholder vote on the IXC deal by at least 120
days and proposed to instead submit an alternative tender offer worth $10 a
share for at least 51% of the company.

McCleary's proposal is also contingent on obtaining necessary financing, but
he said he believes he can put the financing together quickly.

McCleary said he believes the deal with IXC would be highly dilutive to
PSINet's shareholders.

The terms of the deal state that if IXC's stake in PSINet is worth less than
$240 million one year after IXC delivers the fiber capacity, PSINet will give
IXC cash or additional stock to return the value to that level.

McCleary is also concerned that the agreement establishes a predetermined
price for bandwidth because he expects the price of bandwidth to fall at the end
of the year. He added that since fiber prices move around, it is important to
have flexibility in these types of deals.

But PSINet Chief Financial Officer Edward Postal maintained that the deal with
IXC is a fair one and noted that two very similar, large bandwidth deals have
been struck since PSINet reached its agreement with IXC.

He added that McCleary's proposal would require PSINet to breach its agreement
with IXC, which the company has decided is not in its best interest.

In a press release earlier, PSINet said the alliance with IXC is an integral
part of its business plan and that the company "remains enthusiastic about that
plan."
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