Mahesh (repeat of a much earlier post):
Been thinking a lot about this TLTN thing, too (about 25% of my WSTL position share-wise is in TLTN now).
I gotta think it'll go through without a hitch on both sides. We're past HSR waiting, so the gov't ain't gonna rain on the parade. The TLTN folks will vote "Yes", 'cause they don't want to see their shares go back to $20-$30. I gotta think MZ and the BOD asked the S&P Trust about their thoughts before popping the merger PR. The Class B Trust shares can out-vote the Class A Common if they so choose. In a recent PR it stated the Trust is currently planning on voting in sympathy with the Common, but it clearly indicated they don't have to if they see things a different way.
I think the Street is seeing the probability of the merger consummating is very high as well, hence the narrowing of the spread. Just hope TLTN ultimately comes up to meet WSTL's price, not the other way around. ;-)
Additional note: Spread is currently 14%, but it's been higher. One possible explanation is the momentum players buying WSTL who do no DD and don't even know about the merger. Also TLTN has no option play available, so no TLTN is being purchased by MM's to hedge options (lowering demand and price).
Additional comments: There is no chance for a lawsuit IMO should the S&P Trust vote against the Common A. The buyers/holders of Common A have had every opportunity to reseach/understand the voting power of Common B; fraud and manipulation have to be alleged in order to file a lawsuit.
From the 2/14/00 S-4/A:
"Each proposal will be voted upon separately by Westell's stockholders, with
the holders of shares of Class A Common Stock and Class B Common Stock voting
together as a single class with respect to each proposal. The merger will not be
completed unless each proposal is approved by the required vote. The affirmative
vote of a majority of the total votes cast is required to approve the issuance
of shares of Westell's Class A Common Stock in the merger and the affirmative
vote of a majority of the total votes outstanding on the record date is required
to approve the amendment to Westell's Amended and Restated Certificate of
Incorporation. The co-trustees of the Westell Technologies, Inc. Voting Trust,
who beneficially own approximately 80% of the voting power of Westell, have
agreed to vote in favor of these proposals if a majority of Westell's
non-affiliated, public stockholders who vote also vote in favor. In addition,
the co-trustees may also vote in favor of the proposals even if a majority of
the non-affiliated, public stockholders reject the proposals. The co-trustees
have indicated their current intention to vote as the majority of Westell's
non-affiliated, public stockholders vote with respect to the proposals. The
voting agreement is described in more detail in the attached joint proxy
statement/prospectus.
Westell's Board of Directors believes that the merger will provide
significant benefits to Westell's stockholders, customers and employees.
Westell's Board of Directors has unanimously approved the merger and the
proposals to be presented at the meeting and recommends that Westell
stockholders vote in favor of the proposals."
Regards,
Gary Smith |
