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To: The Duke of URL© who wrote (96500)	3/22/2002 4:08:00 PM
From: Lynn	Read Replies (1) \| Respond to of 97611

OT: Well, well, well. Here's an outside consultancy firm that has deemed a proposed take-out unfair to the minority shareholders. I sure wish they had been asked their .02 (EUR) about the HP/CPQ deal: Consultancy Firm Criticizes Snia Takeover Offer As Unfair MILAN -(Dow Jones)- Consultancy firm Deminor said Friday the terms of Biosdue's EUR2.00 per share takeover for chemicals and biomedical company Snia SpA (I.SPB) are unclear and unfair to minority shareholders. ADVERTISEMENT The firm, which offers consultancy services to shareholders of various companies, said it performed a preliminary assessment of the terms and conditions of the offer on the request of a number of institutional shareholders in Snia. "Based on its analysis, Deminor is of the opinion that the terms and conditions of the offer are not in line with international standards of good corporate governance and are not fair to Snia's minority shareholders," Deminor said. Last month, Snia's board approved the EUR764.9 billion takeover offer from Biosdue SpA for all ordinary, convertible and savings shares. Biosdue a financial company controlled by financier Emilio Gnutti and Interbanca SpA (I.IBA), originally offered EUR1.80 per Snia share but later increased the offer to EUR2.00 per share. Neither Snia nor a spokesman for Gnutti were available for comment. Among the criticisms of the offer, the consulting agency cited the "poor quality of the information contained in the offer document" and "the inconsistency and inappropriateness of the valuation methods." Deminor also mentioned that some analysts and commentators have expressed concerns that Biosdue may have information showing Snia's fair value is " substantially" above the proposed bid price. Deminor also said it was unable to perform an independent valuation of Snia due to the lack of information contained in the prospectus and the lack of transparency on Snia's various businesses. Deminor said it is sending a copy of the analysis to its clients. -By Amanda Kaiser, Dow Jones Newswires; 0039 02 7601 5386; amanda.kaiser@ dowjones.com biz.yahoo.com