To: Zeev Hed  who wrote (2968 ) 11/21/2002 12:24:09 AM From: The Ox     Read Replies (1)  | Respond to    of 3069  Either you have made a mistake or you are completely off base with your calculations.  There is NO WAY that these two companies, when combined, will end up with a negative book value.  Current tangible book value per share for FEIC is roughly $9.30/share and the tangible book value per share for VECO currently sits at about $10/share.  Even with the premium given to FEIC share holders (35%), the new company's shares will have a tangible book of over $7.75/share.  This is NO WHERE near a negative book value.  You can pound your chest about how great a short VECO is but I think you have to retract your comments with respect to the new company having a "net negative book".  This is clearly incorrect and it seems to be coming from someone who is "negative" on these 2 companies.   Please feel free to enlighten the readers of this thread with your calculations on how the merger of these 2 entities will result in a net negative book - Including the 35% "good will"!!   I'm using 74 million shares as an estimate for the new company (44 million to FEIC shareholders and 30 for VECO shareholders) and $585 million in tangible book (FEIC's 290 + VECO's 295)Pursuant to the agreement, unanimously approved by the Boards of Directors of both companies, FEI stockholders will receive 1.355 shares of Veeco common stock for each share of FEI they own. Based upon FEI's approximately 32 million diluted shares outstanding, the FEI stockholders will receive approximately 44 million Veeco FEI shares  with a current value of approximately $1 billion. The merger, which will be accounted for using the purchase method, is intended to be tax-free to FEI stockholders, and is expected to close during the fourth quarter of 2002 following approval of each company's stockholders, certain regulatory approvals and other customary closing conditions.  NOTE: VECO had 29 million shares when they reported the recent quarter.biz.yahoo.com biz.yahoo.com  Thanks in advance! mh