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Technology Stocks : The New QLogic (ANCR) -- Ignore unavailable to you. Want to Upgrade?

To: KJ. Moy who wrote (27231)	6/4/2000 1:22:00 AM
From: Greg Hull	Read Replies (1) \| Respond to of 29386

See next post.

To: KJ. Moy who wrote (27231)	6/4/2000 1:54:00 AM
From: Douglas Nordgren	Read Replies (2) \| Respond to of 29386

KJ and Greg, The ambiguity of "dissenting" ANCR common stock in that condition is indeed unfortunate. ANCR or QLGC IR should clean that up. The question is, why would anyone go through this procedure to receive cash instead of selling his/her shares in the open market anytime he/she wishes Maybe an individual beneficial owner with >5% might not want to unload all at once or go through the travail of a piecemeal divestiture? If he/she/it thought that the merger would result in a decreased valuation, by filing for a dissenter's appraisal, they would lock in a "fair value" pre-merger without exposing their shares on the open market. But then they would be at the mercy of Ancor's assessment of "fair value" (another ambiguous term). OTOH Institutions (like FMR) need their BOD approval to register a dissenter appraisal. You're right though, it doesn't make sense for the individual investor when they can simply vote with their feet. From the S-4 Under Minnesota law, shareholders of Ancor have the right, by fully complying with the applicable provisions of sections 302A.471 and 302A.473, to dissent with respect to the merger and to receive from Ancor payment in cash of the "fair value" of their shares after the merger is completed. The term "fair value" means the value of the shares immediately before the effective date of the merger without any appreciation or depreciation in anticipation of the merger. After a valid demand for payment and the related stock certificates and other information are received, or after the effective date of the merger, whichever is later, Ancor will remit to each dissenting shareholder who has complied with statutory requirements the amount that Ancor estimates to be the fair value of the dissenting shareholder's shares, with interest starting five days after the effective date of the merger at a rate prescribed by statute. Ancor will also send its closing balance sheet and statement of income for a fiscal year ending not more than 16 months before the effective date of the merger, together with the latest available interim financial statements, an estimate of the fair value of the shareholder's shares and a brief description of the method used to reach the estimate, a brief description of the procedure to be followed if the dissenting shareholder decides to make a demand for a supplemental payment and copies of sections 302A.471 and 302A.473.