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Microcap & Penny Stocks : Rat dog micro-cap picks...

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To: Bucky Katt who started this subject12/20/2002 10:42:31 AM
From: BW   of 48461
 
merry x-mas COSN!!!

DJ Wyndcrest Hldgs Made Offer For Cosine Commun On Dec 13


(MORE) Dow Jones Newswires

12-20-02 1010ET

*DJ Wyndcrest Offered About $9.11/Shr Cash For Cosine Commun


(MORE) Dow Jones Newswires

12-20-02 1010ET

DJ Wyndcrest/Cosine Commun -2: Offer Based On Cash Balance

WASHINGTON (Dow Jones)--Wyndcrest Holdings LLC has offered to acquire CoSine Communications Inc. (COSN) for $91.6 million, or about $9.11 a share.

The offer price is equal to CoSine's Aug. 30 cash balance of $113.6 million, minus the $22 million "that will likely deplete" during the fourth quarter of 2002 and the first calender quarter of 2003, a letter of intent dated Dec. 13 said.

If Wyndcrest determines during a due diligence review that amounts required for the reserve total $5 million, the price would be adjusted down to about $8.61 a share, the letter said.

Trading in CoSine's shares has been halted. The stock last traded at $5.79, up $1.86, or 47.3%.


(MORE) Dow Jones Newswires

12-20-02 1030ET

DJ Wyndcrest/Cosine -3: Has 90-Day No Solicitation Period

The offer price takes into account a reserve as needed to shut down operations and arrange for the preservation or sale of the company's technology, the letter said.

Under the agreement, CoSine would issue new common shares to current shareholders equal to a 25% ownership interest in the company.

Wyndcrest said due diligence would take no more than 45 days.

The offer includes a 90-day no-solicitation period.

The letter of intent would terminate if the parties haven't executed a definitive agreement by Jan. 31, 2003.


(MORE) Dow Jones Newswires
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