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Technology Stocks : USRX

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To: Michael Shumberger who wrote (14486)3/3/1997 10:03:00 PM
From: Hassell Anderson   of 18024
 
Michael,

The insider selling in COMS shares appear to coinicide with the period when increased competition in the NIC market was becoming apparent (December-January) rather than the negotiation period for the merger. This assumes they only discussed the merger for about a month as both parties have stated publicly. Note that COMS share price is down more than 50% since the insider sales so whatever drove them to sell is probably already reflected in the current price. Also note that there haven't been any further sales since COMS collapse.

The USRX sales come closer to the stated negotiation period so it is difficult to say what may have cause the sales. It could have been due to increased competition with ROK et al, concerns about the merger negotiations, recognition of the amount of short selling in the stock, or all of the above. Since the last sales were at about the beginning of the stated negotiation period and reflect the initial value of USRX (68.75) to be paid, I would speculate that the merger was part of the motivation. USRX is also down substantially since the merger announcment and insider sales.

At this point, I think there is a high probability that the insider sales are already reflected in the stock prices. Especially COMS. I think the lack of sales of COMS since their collapse, and the lack of sales at USRX below the merger price are somewhat positive. Some insider purchases would be a real good sign of course.

There has been a lot of second-guessing as to why COMS would make the acquisition while their stock was depressed. I wouldn't be surpised if part of the motivation was to diminish the probability of COMS themselves becoming a takover target. At this point any company would have to double the financing and deal with integrating two companies rather than one.

Hassell
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