Any word as to the timing of the ONSI merger? I have not seen any announcements of clearances, etc. Does anyone have a better feel for the timing than "during the first quarter of 1998," as spelled out in the press release? Obviously, the closing date has a significant effect on the exchange ratio formula (see below). Could someone with access to AOL, forward this querry to the venerable Readware? Many thanks. Thought I would cut and paste from the LOR/ONSI merger agreement, the mechanics of the exchange ratio in case there are ONSI other shareholders amongst us. Apologies for the clutter otherwise.
Cheers,
Tom
The Exchange Ratio shall be as follows:
(i) if the Determination Price shall be less than $24.458 but
greater than $16.305, the Exchange Ratio shall be the quotient
obtained by dividing $17.50 by the Determination Price,
(ii) if the Determination Price shall be equal to or greater
than $24.458, the Exchange Ratio shall be 0.71553 and
(iii) if the Determination Price shall be equal to or less
than $16.305, the Exchange Ratio shall be 1.07329.
"Determination Price" shall mean the average of the
Volume-Weighted Average Trading Prices of Acquiror Shares for the twenty (20)
consecutive trading days on which trading of Acquiror Shares occurs (each a
"Trading Day") (the "Averaging Period") ending on the tenth trading day
immediately prior to the Closing Date for the Merger, rounded to the nearest
one-hundred thousandth (or if there shall not be a nearest one-hundred
thousandth, to the next higher one-hundred thousandth). "Volume-Weighted Average
Trading Price" means, for any Trading Day, an amount equal to (i) the cumulative
sum, for each trade of Acquiror Shares during such
Trading Day on the New York Stock Exchange, Inc. (the "NYSE") (or, if such
security is not listed on the NYSE, such other principal exchange or
over-the-counter market on which such security is listed), of the product of:
(x) the sale price times (y) the number of Acquiror Shares sold at such price,
divided by (ii) the total number of Acquiror Shares so traded during the Trading
Day. |
