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Strategies & Market Trends : Value Investing

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To: Allen Furlan who wrote (8150)	9/3/1999 6:26:00 PM
From: Paul Senior	Read Replies (2) of 78822

Allen: re PHB. Looks like the shareholder meeting to approve will be Oct. 1. My take is that the deal is almost a certainty. But the $40 component is where the risk is, or where people's hesitancy is to step up to capture the $1 gap. Because it's not an all cash deal. "Pioneer shareholders may elect to receive the $40 in cash or in shares of DuPont common stock based on the average trading price of DuPont common stock over a 10-trading day period ending shortly before the date of the special meeting of Pioneer shareholders that we will hold to approve the merger. Only 45 percent of the aggregate consideration paid by DuPont will be in the form of cash and the remaining 55 percent will be in the form of DuPont common stock. If, in the aggregate, Pioneer shareholders choose to receive cash for more than 45 percent of the total number of shares of Pioneer common stock outstanding..." you get a prorated cash amount. Similarly if there's too much demand for stock-- you get a ratio'd stock/cash amount. So even if you are very clear on what you want (stock, cash or combo), you still may not get it. JMO. Paul

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