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Technology Stocks : Ascend Communications (ASND) -- Ignore unavailable to you. Want to Upgrade?

To: Gary Korn who wrote (21558)	11/6/1997 3:55:00 PM
From: L.B.Nguyen	Read Replies (2) \| Respond to of 61433

MICHAEL HENDREN VICE PRESIDENT ASCEND COMMUNICATIONS Sell 88,541 $34 (reported) 11/05/97 (form) 144 JOHN MCCARTNEY PRESIDENT 3 COM CORP Sell 274,800 $48 11/03/97 144 (above are reported dates, transaction dates are confidential )

To: Gary Korn who wrote (21558)	11/6/1997 9:09:00 PM
From: Maverick	Respond to of 61433

From the tone of your email, it seems as if perhaps you believe a takeover may not occur. Have you changed your position? Also, what role do you see Mr. Ashby playing in the company should it be taken over? I believe that a takeover will occur, just a matter of timing. The reason that BAY was not acquired when it was $15 was that BAY was neither a market leader in anything nor a technology leader. Whereas, FORE has < 50% chance of being taken over for all credible NW cos already had ATM switch at various degrees of speed and sophistication. ASND appears to be on par w/ FORE in ATM in terms of OC-12/48. However, ASND's GX550 doesn't support MPOA nor voice yet; FORE supports MPOA but not voice-over-ATM yet. CBX500 supports multiservice (ATM,IP,FR) while FORE doesn't. What the acquirer(s) is looking for is a leader not only in market share, entrenched relationship w/ customer, distribution/reseller channel, sale force but also in technology, and synergy. ASND is the market leader in FR, FRAD, RA,technology leader in FRAD, FR, ATM, IP switch, RA. What remains is synergy and how dilutive or accretive the acquisition will become. Last but not least, the share exchange ratio. which will likely determine the dilution effect. The acquirer must have strong stock which will be used as strong currency to minimize the dilution effect. The role of execs after a merger is also a possible contentious point too but not as important. ASND should be vigorously pursued by telecom infrastructure cos., NW cos, and newcomers to datacom market. I don't want to speculate on any Exec's role.