Don't let CPQ steal your shares of MNPI!
MNPI's internal projections are for eps of $1.50 a share for this coming fiscal year. Below are their own projections from today's SEC filing for the tender offer. The MNPI board is recommending that you tender your shares for a P/E of 11 based on their own best estimates. Can you tell me which Remote Access Server companies sell at a P/E of 11? You may have appraisal rights with respect to your shares. You may want to enforce these rights in order to make certain that you recieve adequate compensation for your shares. Based upon the forward P/E ratios of US Robotics, Ascend, and similar companies, a proper P/E valuation would most likely be in the range of 20X-30X, yielding a equitable share price of $30 to $45. Based on sales of other Remote Access firms such as US Robotics or Cascade based on the PSR ratio, a similar valuation would be achieved. According to MNPI's own internal projections CPQ is paying only 1 times projected revenues. The acceptable methods of valuing a company include valuation based upon P/E ratio, discounted Cash Flow. Return On Investment, Price to Sales, Comparable Valuation, Historical valuation, by any of these measures, MNPI is grossly undervalued at $16.25 a share. I urge all holders of MNPI to carefully review the tender documents and consider taking actions to maximize the value that they receive for their shares. You may wish to consult a competent attorney to advise you regarding your rights.
< Microcom, Inc.
PROJECTED FINANCIAL INFORMATION
Fiscal year ending March 31, 1998 (in thousands, except per Share amounts) ----------------------------------------
Revenues........................... $274,835 Cost of goods sold................. 171,929 Operating expenses................. 68,496 Income from operations before income taxes.................... 34,410 Net income......................... 25,807 Net income per share............... 1.50
The foregoing projections were not prepared with a view to public disclosure or compliance with published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections, and are included in this Offer to Purchase only because they were provided to Parent. Neither Parent, Purchaser nor the Company, nor any of their financial advisors nor the Dealer Manager assumes any responsibility for the accuracy of these projections. While presented with numerical specificity, these projections are based upon a variety of assumptions relating to the businesses of the Company which may not be realized and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Company and many of which are described in more detail in "Risk Factors" under Item 1, Business of the Company 10-K. There can be no assurance that the projections will be realized, and actual results may vary materially from those shown.
According to the Company, the revenue projections were based principally on detailed forecasts for products presented by certain of its major OEM customers, as well as its own estimates for new OEM customers and for products sold through distribution. Expense forecasts were based partially on historical experience as well as estimates based on sales forecasts and attainment of certain manufacturing efficiencies. The projections were prepared on a stand-alone basis and do not reflect any effect from the Offer and the Merger.>
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