Frank,
I just skimmed the filing. It's about 6 miles long, and I'm sure you'll understand that I'm not in the mood to read it. However, based on what I read (I only spent 10 minutes on it), USRX is not precluded from accepting an unsolicited "Superior" offer. If they do, it looks like they would have to pay 3Com between $75-150 million in cash or USRX stock.
Even at the worst case $150 million, that's less than 3% of the value of the offer on the day following the announced merger. Peanuts.
I want to be clear though - it is entirely possible that there are other ramifications of a pre-closing breakup.
Also, I'm not saying that this deal shouldn't or won't go through. However, I do believe that the USRX shareholders will be appropriately compensated before any deal does go through, be it COMS or anyone else. |
