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

To: John Stewart who wrote (3039)	9/25/2000 8:46:54 PM
From: John Stewart	Respond to of 3661

Also from today's filing, with STEAG owning a controlling interest of 32%, they would be able to effectively "sell" the company in 1 year (Brad will not longer be able to block a takeover that STEAG agrees with): "Also following the one-year lockup period, STEAG shall not directly or indirectly sell or transfer more than 2.4 million shares of Mattson common stock in a transaction or series of related transactions to a single person or group, except: (i) with disinterested director approval; (ii) as permitted under the exceptions listed in the preceding paragraph; (iii) pursuant to an acquisition transaction (as defined in the Stockholder Agreement) that will result in a change of control and has received disinterested director approval or approval by a majority of Mattson stockholders, excluding STEAG; (iv) after the third anniversary of the date of closing of the business combination, or (v) in response to any tender or exchange offer made by another person or group (other than Mattson, STEAG or an affiliate of STEAG) to purchase or exchange for consideration all outstanding voting stock of Mattson if such person or group has acquired beneficial ownership of more than 20% of the outstanding Mattson common stock." Best Regards, John Stewart

To: John Stewart who wrote (3039)	9/25/2000 11:11:22 PM
From: Alan Gallaspy	Read Replies (1) \| Respond to of 3661

My read is that us MTSN shareholders may be out about $50 million in cool cash unless we get a bounce. Is that what you think it said?

To: John Stewart who wrote (3039)	9/28/2000 12:47:12 PM
From: EACarl	Respond to of 3661

RE "In addition, STEAG may terminate the Combination Agreement if the 20 trading day average closing price of Mattson's common stock measured two business days prior to the proposed closing of the business combination is below $20.00 per share, unless Mattson elects to pay, in the form of a 3-year promissory note, the product obtained by multiplying 11,850,000 by the difference between $20.00 and such 20-trading-day average common stock closing price." I'm not too thrilled about MTSN giving up almost $50 million to get this deal done, and based on todays move to the $14's, it seems others agree.

To: John Stewart who wrote (3039)	10/16/2000 11:02:22 PM
From: EACarl	Read Replies (4) \| Respond to of 3661

John and thread, RE ""As set forth in the Combination Agreement, STEAG may terminate the Combination Agreement if the 20- trading-day average closing price of Mattson's common stock measured two business days prior to the proposed closing of the business combination is below $15.78 per share. In addition, STEAG may terminate the Combination Agreement if the 20 trading day average closing price of Mattson's common stock measured two business days prior to the proposed closing of the business combination is below $20.00 per share, unless Mattson elects to pay, in the form of a 3-year promissory note, the product obtained by multiplying 11,850,000 by the difference between $20.00 and such 20-trading-day average common stock closing price. See "The Strategic Business Combination Agreement--Termination." Let's look at this one more time. The above IS NOT exactly the way the prospectus I got today reads. From page 17 the part form above that starts with the sentence "In addition.........": "In addition, STEAG may terminate the Combination Agreement if the 20 trading day average closing price of Mattson's common stock measured two business days prior to the proposed closing of the business combination is above $15.78 but below $20.00 per share, unless Mattson elects to pay, in the form of a 3-year promissory note, the product obtained by multiplying 11,850,000 by the difference between $20.00 and such 20-trading-day average common stock closing price. The KEY part being "above $15.78 but below $20". That was not in the original post I read here. So, it would seem at MTSN current price, MTSN will NOT have to pay, BUT STEAG has the option to cancel. MTSN < $15.78 = Steag may terminate MTSN > $15.78 and < $20.00 MTSN pays or STEAG can terminate, BUT, MTSN does not have to pay. ___________________________________________________________ Also on page 17, there are termination fees that would cost MTSN to call off the deal as high as $20 million. Looks like MTSN's best position based on stock price and the deal terms is to continue on with it as intended, and let STEAG be the one to terminate if they wish. ________________________________________________________ Another point, unrelated. I know in todays tech world of mergers there is always "goodwill" which needs to be amortized, but we're looking at $20 million per a quarter for 5 years for a $400 million total. That is going to have a huge effect on EPS is it not?? It is no wonder many investors are having a "wait and see" attitude with MTSN now. That's all for now, or I could be up all night with this. I would certainly like to see an in depth discussion of these and other issues related the the merger. Regards, Eric.