To: Gayle Riggs who wrote (562 ) 10/24/2000 2:47:53 PM From: David Evans Read Replies (1) | Respond to of 584 Couple of reasons why I don't like it (as a GALT shareholder) 1) The proposed takeover premium vanished to the point it actually took us down late last week below the pre-merger price. Buying a profitable, rapidly growing company is an expensive proposition, and rightly so should come with a significant premium. We got nothing. I think management is either naive or completely inept when it comes to this merger. They should have insisted on a collar or the option to re-negotiate the exchange ratio in case of a massive drop such as this. Increasing value to shareholders should be their primary goal(theoretically, it's the only goal), in this respect they have failed. ``It's a temporary situation; the stock will go up,'' CEO Avigdor Willenz said. It's obvious the investment community thinks differently, even though it will be acretive to earnings. 2) Our reasonably price GALT shares are going to be replaced with a much more richly priced stock. The p/e on MRVL is sky high, even after the plunge in share value last week. 3) There is a huge block of restricted MRVL shares that are going to come out of lockup soon. There's sure to be some selling out of that, putting further pressure on MRVL, and following thru to GALT. All in all, short of a major rally driving galt up to around the announced price (mid 50's) I will vote against the merger. If the merger goes thru anywhere near the current price, I'll sell. Actually either way, I'll probably sell, as I'm not very interested in investing with management that has shown they not really interested in working for the shareholder, by securing a better deal. Dave