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Technology Stocks : Avant (AVNT) -- Ignore unavailable to you. Want to Upgrade?

To: Mama Bear who wrote (1994)	1/7/1998 6:03:00 AM
From: Bill Wexler	Respond to of 3441

IMO - the 4 most important paragraphs from Avant's S-4 filed 12/22/97 POTENTIAL DILUTIVE EFFECT TO STOCKHOLDERS Although Avant! and TMA believe that beneficial synergies will result from the Merger, there can be no assurance that the combining of Avant!'s, Compass' and TMA's businesses, even if achieved in an efficient and effective manner, will result in combined results of operations and financial condition superior to that which would have been achieved by each company independently, or as to the period of time required to achieve such result. The issuance of Avant! Common Stock in connection with the Merger is likely to have a dilutive effect on Avant!'s earnings per share and there is no assurance that Avant! stockholders would not achieve greater returns on investment were Avant! to remain an independent company. There also is no assurance that TMA shareholders would not achieve greater returns on investment if TMA were to remain an independent company. SHARES ELIGIBLE FOR PUBLIC SALE Sales of substantial amounts of Avant! Common Stock in the public market after the consummation of the Merger could materially adversely affect prevailing market prices of Avant!'s Common Stock. Avant! has issued an aggregate of 522,192 shares of its Common Stock in connection with the Compass Acquisition and, assuming an Exchange Ratio of 0.662045, the Exchange Ratio as of December 19, 1997, Avant! will issue an additional approximately 5,376,511 shares of Common Stock in the Merger (based upon 8,121,066 shares of TMA Common Stock outstanding as of December 19, 1997, but not including shares subject to options to purchase TMA Common Stock to be assumed by Avant!). The shares of Avant! Common Stock to be issued in the Merger as well as the shares issued in the Compass Acquisition will be eligible for immediate sale in the public market, subject to certain limitations under the Securities Act applicable to affiliates of the combined company and certain agreements to be entered into by certain affiliates of TMA which prohibit such persons from disposing of any Avant! Common Stock during the period immediately following the Effective Time. See "The Merger and Related Transactions--Resale of Avant! Common Stock; Agreements with Affiliates." OPINION OF TMA FINANCIAL ADVISOR Wessels, Arnold & Henderson, L.L.C. ("WA&H") was retained, pursuant to an engagement letter dated August 13, 1997 (the "WA&H Engagement Letter"), to furnish an opinion as to the fairness, from a financial point of view, to the TMA shareholders of the consideration to be paid in the Merger. . . . WA&H assumed and relied upon the accuracy and completeness of the financial, legal, tax, operating and other information provided by TMA and Avant! and certain other publicly available information and did not independently verify such information. Additionally, WA&H has not been asked and did not consider the possible effects of any litigation (whether civil or criminal), other legal claims or any other contingent matters. WA&H did not perform any independent evaluation or appraisal of any of the respective assets or liabilities of TMA or Avant!, nor was WA&H furnished with any such evaluations or appraisals. The WA&H Opinion speaks only as of its date, is based on the conditions as they existed and the information which was supplied to WA&H as of the date of the WA&H Opinion, and is without regard to any market, economic, financial, legal or other circumstance or event of any kind or nature which may exist or occur after such date. Events occurring after the date of the WA&H Opinion may materially affect the assumptions used in preparing the WA&H Opinion.

To: Mama Bear who wrote (1994)	1/7/1998 7:35:00 AM
From: sammy levy	Read Replies (1) \| Respond to of 3441

Barbara I am not saying avnt will thrive.And I know i am new to this,But i am sure euphoria is not healthy. To paraphrase Madeline Khan in Blazing Saddles-I've shrted avnt again and again and again :-) Sammy