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Non-Tech : Amati investors
AMTX 1.600-2.7%3:59 PM EST

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To: Eric Goethals who wrote (11108)2/27/1997 11:52:00 AM
From: Eric Goethals   of 31386
 
[Our buddy Herbie is hinting at Cisco outbidding 3COM]

Are the 3Com Shareholders Getting Duped? Probably Not
2 battered stocks might create one good one

Herb Greenberg

The bears have been growling for months that modem-maker U.S. Robotics has had it as a
standalone company with a limited product line.

But that doesn't mean 3Com investors are getting bamboozled.

Yesterday, 3Com offered to buy U.S. Robotics in a stock swap valued at $6.6 billion.

U.S. Robotics had been seeming to lose steam over the past two quarters. Its stock had
fallen from $100 in May to $61 before the merger was announced after the market closed.
(In after-hours trading, it jumped $10.50 per share to $71.50.)

Last quarter's earnings came in just below analyst forecasts, as profit margins began sliding.
Furthermore, Robotics began taking longer to collect unpaid bills, which is often a sign of
trouble. The company attributed the longer collection period to an increase in international
sales.

But the bulls claimed that its new line of superfast modems that were rolled out this week
would reverse the decline.

If that's true, then why would Robotics sell out when its stock is way off its high? And why
would it be willing to take 3Com's battered stock in exchange for its own? (3Com shares
have lost half their value in recent weeks and usually beaten-up stocks don't make good
currency.)

Because it's a great opportunity for both companies to quickly -- and fairly cheaply -- get
into each other's lines of business.

It's also a bargain for both companies: 3Com is getting Robotics at a discounted price, and
Robotics obviously assumes that its investors will make out like bandits with 3Com stock as
the benefits of the deal start to play out.

There's very little overlap between the two companies, and a combination would give both
companies a much broader customer base.

3Com makes networking switches that help computers within a company talk to each other.
Robotics' modems will help 3Com get outside the corporate world into the consumer
market and also into the market of providing modems to Internet service providers -- a
rapidly growing business.

Final point: This deal, if it goes through, will make 3Com a stronger rival to Cisco Systems.
Will Cisco, which has been on an acquisition binge lately, turn around and try to outbid
3Com?

Stay tuned.

sfgate.com
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