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Technology Stocks : C-Cube -- Ignore unavailable to you. Want to Upgrade?

To: Black-Scholes who wrote (47316)	11/2/1999 3:22:00 PM
From: Nevin S.	Read Replies (2) \| Respond to of 50808

Whether they could find one today that is exactly like DiviCom is not the point. This provision is there to protect both parties from each other if one backs out of the deal to pursue something better with another party. In this instance, HLIT may benefit more from this provision because they know that if they kill the deal and buy another company with similar products, CUBE's lawyers would have a hard time proving that there is enough similarity to invoke this provision. CUBE on the other hand, is more likely to find another suitor for DiviCom, but they are less likely to do so if they are not out actively soliciting competing offers. Hence, the no shop provision and the un-wind fee really benefit HLIT more. Bottom line, if you were CEO of HLIT and you had just struck a deal in principle with CUBE, would you what CUBE out there shopping around for a better offer. No, but you can't prohibit them from considering a better offer if it comes along. And, you can certainly expect to be compensated for the cost of pursuit - legal, M&A advisory, etc.