To: Michael F. Donadio who wrote (29140 ) 11/20/1997 10:27:00 PM From: pat mudge Read Replies (4) | Respond to of 31386
[Buyout] First, here's the FAQ from TI's website:ti.com Second, to your questions about price and whether shareholders have any power. When I read the following, I have to sit back and ask how we got here and what we can do at this point: <<<"We are investing in TI's position in the emerging xDSL segment of the semiconductor market, which we expect to grow rapidly over the next decade to more than $6 billion," said Rich Templeton, president of TI's semiconductor group. "Our vision is to provide digital signal processing solutions across the spectrum of communications -- from voiceband to broadband.">>> Because I've been invested in Amati since Nov. 27, 1995, I feel I've loaned them my money for two of the riskiest years of their existence. I did not accept the risk lightly. I did as much homework as it's humanly possible to do. There's not a soul on this planet would could refute that. And while I knew there was risk, I also knew there was the potential for enormous reward. Now, on Nov. 20, 1997, Amati's been forced to sell out to a semiconductor giant and the shareholders who've endured the battle will be denied the spoils. Is it fair? No. But we don't live in a fair world. This is reality. Could it have been any different? Yes, with the right patron, and I believe it would have had to have been just that --- someone willing to invest enough capital to endure the early stages of deployment and yet not insist on owning the company. Should we be given more? I think so but it won't happen unless someone else comes in with a higher bid. Westell was taken out of the bidding by being given a strategic alliance, and we'll never know whether they could have paid more or not. Until the industry decides Amati's technology is worth more than $20 a share, we're not going to get it. I'd like shares in place of cash but I'm told cash is safer and no one can come back later and accuse the company of accepting a risky deal. I can't imagine anyone ever suing a board of directors for accepting TI stock. At these levels that's like questioning the value of gold. And then there's the Westell merger --- their stock was safe? Okay, in that situation the alternative was to accept an equity investor and the bankers and lawyers said a merger was less risky. So tell me, how do they decide a merger with another cash-poor company is safer than an equity investment from a Siemens or Lucent? Is it the same logic that says cash is safer than shares? Okay, let's play it out. When you use the term "safe," you mean that piece of paper in your hand called "cash" --- usually in the form of a check --- can be guaranteed a given price. Let's take 10K shares for our example. TI agrees to give me a piece of paper worth $200,000 and without being told, they know it will immediately shrivel to anywhere from $160,000 to $144,000 depending on my tax bite. There's very little guess work here. It's a given that any honest citizen will have to pay taxes. So this "safe" cash payment turns $200,000 into $160,000 to use the best case scenario, and that's assuming you've held for 18 months. How about the "riskier" share offer? Let's say TI had offered 1/5 share for every one of Amati based on yesterday's price of $100 --- an easy number to use. For 10K of AMTX we're given 2000 TXN. There are no tax consequence because it's merely a share swap. What would that stock have to do to become as "safe" as the all-cash offer? By my calculation, it would have to drop 20% to 80. The last time it's been that low was in April and even in the Asian crisis it never closed below 94. Okay, so I suggest we all sit down over a cup of coffee and define "safe" and "risky." For my money, I'll take risky. But, sadly enough, I'm not given a choice. Just my take and I could be way out in left field. Pat