USRX Message Board - Msg: 1262187

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Technology Stocks : USRX

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To: Glenn D. Rudolph who wrote (17651)	4/24/1997 4:02:00 PM
From: Brendan W	of 18024

When multiple parties each contribute an asset to a joint endeavor each party receives a fair share of the joint endeavor. When the value of one of those assets declines after an agreement has been reached but before the transaction is consummated the share that contributor receives should decline. Think about this way... if you and I decided we were both going to contribute a building to a partnership each with similar value and we both will own 50 percent of the partnership. Then, prior to the transaction being consummated it I discover that I have the next Superfund site under my building. Is it fair or prudent for you to go through with the transaction? If the reasons for the partnership still prevail we should go forward but with different ownership percentages. BTW, 3Com is the Superfund site. (I'm kidding ... I like the company.) My main point is that one of the key things in determining the exchange ratio in a stock merger is the MARKET valuation of 3Com. When the market value of one of the companies changes dramatically, the exchange ratio should change or the deal will go bust. The only argument is whether USRX deserves part of the blame.

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