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Technology Stocks : ANDA (Andataco) - formerly IPLS (IPL Systems)
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To: Wallace Rivers who wrote (100)3/3/1999 5:41:00 PM
From: R.S. Blum  Read Replies (1) of 107
 
I gotta agree, they used some pretty special wording didn't they?

I especially liked the part about having an independent professional determination of fair value of the remaining share after good old Dave is taken care of.

I sense some major problems here for a couple of reasons:

1. The attempt to conceal the deal on Daves share price is eye-opening to say the least. Deals like this can be tricky in trying to determine the true share value in the deal along side the complimentary salaries/bonuses and what should fairly be considered what. Right off the bat, they are trying too hard to be slick.

2. Noting the financial strength of NOS, one whiff of a shareholder suit will send them on their way. I think #1 above is enough. Right up Milburg's alley. I just hope Dave was smart enough to procure cancellation fees.

3. Even without a shareholder suit, I don't think the structure as is will hold up. As stated, you cannot discriminate between like class of shareholders which is clearly the intent. How can you value a portion upfront without disclosure and value another after the consumation and resultant costs. They will suck ANDA dry w/o value prior to the secondary valuation.

With that in mind, imho, Davy just bought personal liability if all of the shareholders aren't completely elated with the net result. Man, this is sooo wide open, you can drive a friggin Mack through it.

Gosh, and all these guys are supposed to be professionals? Sure going to be interesting how this one unfolds.

Good Luck,
-Scott
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