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Technology Stocks : The New QLogic (ANCR) -- Ignore unavailable to you. Want to Upgrade?


To: Roger Arquilla who wrote (13274)12/20/1997 8:22:00 PM
From: Roy Sardina  Respond to of 29386
 
RE: Buyout of ANCR

The mechanics really look different depending on how the transaction takes place. If they do a pooling (essentially pooling the shares of both companies) then they need a majority vote. There are twelve key points that have to be met in order for the SEC to allow pooling. The board assumes that either direct or via proxy they have a majority stake to vote. I am on the board of directors of a company called DataWorks (NASDAQ: DWRX) (they do MRP/ERP Software) We recently acquired our largest competitor Interactive Software via a pooling. The transaction worked great.

A thing to note is these transactions are generally done at a premium. For example the sale of ANCR might (just speculation) fetch a 20-30% premium at acquistion.

Roy

------------- Begin Forward Message (BFM) ---------------

Roy,

You may be just the person to answer this question. The buy out idea surfaces from
time to time. My question relates to the mechanics of a buy out? Can a company
only be sold if the board approves a sale, or does it take a majority vote from the
shareholders? I ask this because we all seem to fear a buy out, but I'm not sure if it
is a rational fear. Can there be a hostile buy out, where it is sold out of necessity? If
you can shed any light on this subject it would be greatly appreciated. And...nice to
have you join the Ancor family. Here is another aggressive question. Are you a
shareholder?

Thanking you in advance.

Roger