There's something interesting in the TI document:
FEDERAL FILINGS
11/25 Amati Held Talks w/TI Before Inking Westell Deal
FORM TYPE: 14D-9 Original
ISSUER: AMATI COMMUNICATIONS CORP.
SYMBOL: AMTX
FILER: AMATI COMMUNICATIONS CORP.
CLASS: COMMON
SHARES OWNED: N/A N/A%
NARRATIVE DESCRIPTION:
WASHINGTON (FFBN) -- On July 22, Texas Instruments Inc. (TI)
and Amati Communications Corp. entered into a confidentiality agreement
to exchange information in connection with a possible merger. Amati
also entered into confidentiality agreements with four other companies,
including Westell Technologies Inc. After further discussion, TI and
Westell were the only companies to offer an indication of interest.
While TI conducted a due diligence on Amati in September 1997,
Westell had active negotiations with Amati. On Sept. 30, Westell and
Amati entered into a merger agreement in which each Amati common share
would be exchanged for 0.9 of a Westell class A common share. One day
before those negotiations were finalized, TI submitted a preliminary
written proposal of a merger. The Amati board decided to proceed with
the Westell deal due to Westell's requirement that a merger agreement be
effected on or before Oct. 1.
On Nov. 4, Amati received a letter from TI proposing a cash
offer of $18 per share. Amati's board of directors met on Nov. 4 and
Nov. 6 to discuss the proposal. Amati determined that TI's proposal was
a superior bid.
Amati met with Westell on Nov. 5 to see if, in light of TI's
proposal, it prepared to raise its offer. On Nov. 7, Amati initiated
merger discussions with TI. After conducting due diligence, Westell
raised its offer to $20 per share on Nov. 12.
On Nov. 13, Westell was notified by Amati that it would accept
TI's offer and the merger agreement with Westell would be terminated.
On Nov. 18, the Amati board met to review the offer and
approved of the deal.
Amati accepted the TI deal because, among other things, TI's
offer presented less risk to Amati shareholders than the Westell deal,
because the Westell exchange ratio was fixed and not subject to
adjustment in the event of any increase or decrease in the Westell
class A common stock price.
Under the terms of the deal, each Amati common share will be
exchanged for $20 in cash.
/FEDERAL FILINGS CONTACTS: (202) 393-7856 FOR EDITORIAL,
(800) 487-6162 FOR DOCUMENT SALES,
(202) 628-8990 FOR NEWSWIRE SALES,
(888) FED-FILE FOR TECHNICAL SUPPORT,
& fedfil.com //
(END) FEDERAL FILINGS-DOW JONES NEWS 11-25-97
15:21
FEDERAL FILINGS
11/25 *Amati Files Response To Texas Instruments Tender
ISSUER: AMATI COMMUNICATIONS CORP.
SYMBOL: AMTX
/FEDERAL FILINGS CONTACTS: (202) 393-7856 FOR EDITORIAL,
(800) 487-6162 FOR DOCUMENT SALES,
(202) 628-8990 FOR NEWSWIRE SALES,
(888) FED-FILE FOR TECHNICAL SUPPORT,
& fedfil.com //
(END) FEDERAL FILINGS-DOW JONES NEWS 11-25-97
14:20
Peter Piper (your electronic plumber) |
