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Microcap & Penny Stocks : TESCORP (TESC) = Undervalued Opportunity! -- Ignore unavailable to you. Want to Upgrade?

To: timmy e. who wrote (133)	11/13/1997 8:02:00 AM
From: leigh aulper	Read Replies (2) \| Respond to of 206

Looks like there may be a snag, any comments AUSTIN, Texas, Nov. 12 /PRNewswire/ -- Tescorp, Inc. (Nasdaq: TESC) announced today that it was in discussions with Supercanal Holding S.A. regarding a possible modification of the Stock Purchase and Merger Agreement pertaining to Supercanal's acquisition of Tescorp. Effective November 6, 1997, the Federal Trade Commission granted early termination of the waiting required by the Hart-Scott-Rodino Act to consummate the transaction. This termination permits Supercanal to proceed with its acquisition of Tescorp. The Stock Purchase Agreement presently provides for Supercanal to purchase 10,790,000 newly issued shares of Common Stock and 60,750 newly issued shares of Series 1995 8% Preferred Stock from Tescorp for a purchase price of $3.33 per share and $100 per share, respectively. The Stock Purchase Agreement also provides for Supercanal to initiate a series of transactions to acquire Tescorp's outstanding Common Stock and Series 1995 8% Preferred Stock at a price of $4.50 per share and $144.00 per share, respectively. Supercanal has proposed to modify the Stock Purchase Agreement to provide for its acquisition of 4,504,504 shares of Common Stock at a purchase price of $3.33 per share. Supercanal would still acquire through a series of transactions Tescorp's outstanding Common Stock and Series 1995 8% Preferred Stock at a price of $4.50 per share and $144.00 per share, respectively. The parties are also discussing certain other modifications to the Stock Purchase Agreement which are not intended to alter the substantive economic benefits to existing Tescorp shareholders. Jack R. Crosby, the Chairman and Chief Executive Officer of Tescorp, stated the following: "Supercanal has expressed a desire to consummate its acquisition of Tescorp. We are evaluating its proposal to modify the Stock Purchase Agreement to facilitate its acquisition of Tescorp Common Stock and Series 1995 8% Preferred Stock at a price of $4.50 per share and $144.00 per share respectively. We are in active discussions concerning such possible modification. We can provide no assurance that Supercanal will consummate the transactions contemplated."