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Biotech / Medical : Sugen (SUGN) -- Ignore unavailable to you. Want to Upgrade?

To: David Bogdanoff who wrote (504)	6/24/1999 1:05:00 AM
From: Miljenko Zuanic	Read Replies (1) \| Respond to of 550

David: PEF is healthy awarded for recent finance and PNU acquisition ($+3 M), so screw him. If you think that PNU has prosperity, hold on, otherwise sell and move on. There is plenty of good bios investment opportunity. Miljenko

To: David Bogdanoff who wrote (504)	6/27/1999 8:18:00 PM
From: Miljenko Zuanic	Read Replies (1) \| Respond to of 550

<<Hmm. Is this in the shareholder's best interests? Wonder what those special circumstances are.>> David: Maybe this statement from last SEC 13D file (from P&U) will change few votes (like my), but I doubt that we will be able to stop merge. <<ITEM 4. PURPOSE OF TRANSACTION Concurrently with the execution of the Agreement and Plan of Merger, dated as of June 15, 1999, among SUGEN, P&U Inc. and University Acquisition Corp. ("Merger Sub") and incorporated by reference as Exhibit A hereto (the "Merger Agreement"), (i) P&U Inc., Zeneca Limited ("Zeneca") and Stephen Evans-Freke entered into a Voting Agreement, dated as of June 15, 1999 and incorporated by reference as Exhibit C hereto (the "Voting Agreement"), and (ii) SUGEN and P&U Inc. entered into a Stock Option Agreement, dated as of June 15,1999 (the "Stock Option Agreement"), which is incorporated by reference as Exhibit B hereto, pursuant to which SUGEN granted to P&U Inc. an option (the "Option") to purchase, under the circumstances specified therein, up to 3,372,255 shares of Common Stock at a purchase price per share of $31.00 (the "Purchase Price"). Based on the number of shares of Common Stock represented by SUGEN to be issued and outstanding on June 14, 1999, the Option would be exercisable for up to 19.9% of the issued and outstanding shares of Common Stock, excluding shares issuable pursuant to the Option.>> So, if they terminate agreement, 3.37 M shares x $31/share = ~$105M (deduct ~$20 M as SUGN fee to P&U). So, SEF didn't HYPE when he said that he can rise ~$100M this year. :( Short term, SUGN will solve problem with cash, and only issue is new CEO which will keep company independent. The hardest is that SEF will be short for ~$1.5M (in the absence of the new CEO by year-end), so his interest is not to terminate deal. After 3 years of hard work on SUGN DD, I am pissed off. More than anyone here at SI. My only satisfaction will be vote against merge (however, it will be only ~20% of my total holding). Miljenko