To: John who wrote (8559 ) 1/15/1998 5:56:00 PM From: David Miller Respond to of 10836
If BORL continues to fall VSGN might consider backing out of the merger I think that there is little likelihood of this, whatever the legal options may be. 1. There is a solid foundation of technological logic on the Borland side of the deal. If this particular transaction does not go through, the strategy will not disappear with it: either another acquisition is required, or an in-house solution must be forthcoming. I don't believe this would be in Borland's interest, so you may be reasonably sure that they will be enthusiastic to finalize. 2. VSGN's position may seem to be more straightforward (i.e. if the terms of the deal allow, just back out), but in fact may be just as tricky. The key here could be: who else was interested in buying them back in November, and how that interest may have altered over the months? Let's call them company X for the moment. Company X had determined, in much the same way as Borland, that Visigenic's ORB expertise was a good buy, but they lost out on November 18th. Since that time a few things may have happened. Their own stock price may have changed. They will certainly have re-drawn their technology plans to live in a world in which they did not own Visigenic. They will also have had time to observe the impact on Borland, and determine whether the value they had perceived last year was justified; a kind of additional - and safely vicarious - due diligence. Depending on these factors, there may be a little less enthusiasm to take over if the Borland deal breaks down. There are also the reasons Visigenic were on the market in the first place to consider. Have these changed? And if so, in which direction? Are Visigenic today more, or less, capable of standing on their own feet? And if they are, do they have the will, and skill, to achieve it? To test the above theory, simply substitute "Open Environment" for "Visigenic", and wind the clock back to July 1996. david