John,
What do you think will happen with the Whitetree acquisition scheduled to close today, now that Ascend's stock price has dropped below the threshold levels defined in the SEC 424B2 filed on March 13/97. ....
The Merger Consideration shall be
determined as follows: (i) if the average of the last sale prices of Ascend Common Stock as reported by The Nasdaq National Market for the
five (5) consecutive trading days immediately preceding the Closing Date (the "Ascend Average Stock Price") is equal to or greater than $60.00 and equal to or less than $80.00, the Merger Consideration shall be 1,100,000 shares of Ascend Common Stock; (ii) if the Ascend Average Stock Price is greater than $80.00, the Merger Consideration shall be adjusted so that it is equal to the quotient of $88,000,000 divided by the Ascend Average Stock Price; and (iii) if the Ascend Average Stock Price is less than $60.00, the Merger Consideration
shall be adjusted so that it is equal to the quotient of $66,000,000 divided by the Ascend Average Stock Price. If the Ascend Average Stock Price is greater than $91.11 and Ascend does not agree to fix the Merger Consideration at 970,000 shares of Ascend Common Stock, Whitetree shall have the right to terminate the Merger Agreement; and if the Ascend Average Stock Price is less than $48.89 and Whitetree does not agree to fix the Merger Consideration at 1,350,000 shares of Ascend Common Stock, Ascend shall have the right to terminate the Merger Agreement.
Frank Edwards |
