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Technology Stocks : 3Com Corporation (COMS) -- Ignore unavailable to you. Want to Upgrade?


To: The Phoenix who wrote (38951)2/4/2000 8:17:00 PM
From: Captain Jack  Read Replies (1) | Respond to of 45548
 
Gary--- food for thought---

eMerge Interactive Inc. (NASDAQ:EMRG) - A leading business-to-business
electronic commerce company combining content, community and
transaction services to create an online marketplace for the cattle
industry.
Price: 15 Open: 65 High: 70 1/2
Close: 47 1/4 Change: +32 1/4 (+215.00%)

eOn Communications Corp. (NASDAQ:EONC) - Designs, develops and markets
next-generation Linux communications servers and software which
integrate and manage voice, e-mail and Internet communications for
customer contact centers and other applications.
Price: 12 Open: 30 High: 31 1/8
Close: 23 Change: +11 (+91.67%)

FirePond Inc. (NASDAQ:FIRE) - Provider of integrated e-business sales
and marketing solutions that enable companies to optimize their
customer relationships and maximize the effectiveness of their
Internet-based and traditional sales channels.
Price: 22 Open: 52 High: 102 5/16
Close: 100 1/4 Change: +78 1/4 (%+355.68)

Worldquest Networks (Nasdaq:WQNI) - An international Internet telephony
company.
Price: 20 Open: 27 High: 33
Close: 27 7/16 Change: +14 7/16 (+111.06%)

Which makes most of the recent discussions here irrelevant to me,,, but JMO... Remember the UPS IPO too...



To: The Phoenix who wrote (38951)2/4/2000 9:54:00 PM
From: Alski  Read Replies (2) | Respond to of 45548
 
Gary,
Exactly, it's an AND not an OR. One more time:
..these businesses must each have been actively conducted throughout the five-year period ending on the date of the spinoff AND must not have been acquired, within that period, in a wholly or even partially taxable transaction.
Both COMS and PALM have actively conducted throughout the five-year period (yes, Palm computing has been around for 5 years) AND PALM was NOT acquired in a TAXABLE transaction. So COMS can do a tax-free spin off PALM.

As for the pooling discussion, it has nothing to do with a suitor wanting to divest a portion within two years. It has everything to do with a suitor wanting to use pooling-of-intrests to acquire COMS in the first place. The discussion was started with the speculation that COMS would be an attractive takeover target after the PALM spinoff.
The pooling rules provide that such treatment is unavailable in cases where either constituent has effected a change in its voting common stock equity interests "in contemplation" of the pooling. For this purpose, ... a spinoff ...constitutes a change in the equity interests and a change that takes place during the two-year interval preceding the initiation of the pooling is presumed to be in contemplation thereof.

A pooling-of-intrests merger/acquisition of COMS will not be an option for two years following the spin off.

And you're right, the whole damn discussion is mute and all bets are off if COMS is acquired before the IPO.

Alski



To: The Phoenix who wrote (38951)2/5/2000 11:22:00 PM
From: Gary Brack  Read Replies (1) | Respond to of 45548
 
> Pooling is a non issue as pooling suggests that a suitor will want to divest a portion of the company prior
> to a 2 year window. This is actually bad.. and I'm amazed that I'm the only one that sees this. If I were a
> suitor and I liked PALM - thought is was going to be a hit... I'd buy COMS.. not spin-off the shares to
> stockholder - use the tax consequences as an excuse and be on my merry way. The cash COMS holds + PALM make
> it tasty. The business that were not interesting I could cash cow and kill over the two year period. There
> is nothing that says they have to continue to support non-performing units.

Why would this be bad? I would be glad to see 3com bought out by a suitor. That is for $100 a share. I doubt that 3Com's management/shareholders would approve of much less than that.

- Gary Brack