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Technology Stocks : Formerly MNPI, now CPQ

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To: Doug Heuring who wrote (620)	4/10/1997 3:30:00 PM
From: Henry Wolfond	of 650

You will receive an official notice of the offer through your broker which will advise you of the offer of $16.25. As indicated in the press, this deal has been accepted by and is recomended by the board of Microcom. You will complete a form indicating whether or not you wish to tender your shares (ie. you either accept or reject). If you tender your shares, then on a specified date you will be paid (through your broker for credit to your account). Even if you do not accept, provided enough shareholders do tender their shares, you will be taken out at the offered price anyway. There is a slim chance that if enough shareholders reject the offer, the deal may not fly. This seems very unlikely given that the premium being offered is better than 50% to the previous day's stock price. Given that the stock currently trades so close to the ultimate purchase price offered by Compaq and accepted by the Microcom board and given that (although a remote possibility) some regulatory or other snag may still derail the deal, IMHO take $16 and hunt for new opportunities. Best of luck. H

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