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Technology Stocks : VLSI Technology - Waiting for good news from NASDAQ !!!

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To: Hermann Ragaller who wrote (5539)3/5/1999 1:16:00 PM
From: DanZ  Read Replies (3) of 6565
 
<Can somebody with better English knowledge (or just better working brain) explain what this sentence means? I don't understand this kind of poison pill.>

The pill will delay VLSI's shareholders' ability to receive Philips' consideration until it can replace the California computer chip maker's board with new members, ..."

Poison pills are designed to make it prohibitively expensive for an acquiring company to complete the buy out of another company. In most cases, the target company does this by issuing a large amount of convertible stock with a low exercise price to existing shareholders. This dilutes the common stock from the acquirer's perspective and makes it prohibitively expensive for them to complete the transaction.

...will delay VLSI's ability to receive consideration

means that the poison pill will delay Philips' ability to complete the transaction quickly because they will have to spend time fighting it. By consideration, they mean their $17 offer. There are two things to be said for this. Shareholders might not care about the delay if they think there is a good chance that a higher bid is forthcoming, either from Philips or another suitor. Second, I don't think that 17 is fair consideration when one can sell their stock on Nasdaq for 18 3/16. I don't think anybody else here would either.

I hope this answered your question.

Dan
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