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Non-Tech : Amati investors -- Ignore unavailable to you. Want to Upgrade?

To: Peter Piper who wrote (30283)	1/19/1998 11:38:00 AM
From: Andreas Helke	Read Replies (1) \| Respond to of 31386

Texas Instruments is the only shareholder that will be affected by the $15 million penalty. All other shareholders just receive $20 cash from Texas Instruments. Andreas

To: Peter Piper who wrote (30283)	1/19/1998 11:29:00 PM
From: pat mudge	Read Replies (2) \| Respond to of 31386

[TI/WSTL/AMTX negotiations. . .] <<<trumped up deadline between two card players to shaft the third?>>> This would indicate AMTX/WSTL wanted to shaft TXN. I don't think this was the case. The Sept. 30 deadline was in place for a long time, and I believe was initiated by Westell. <<<I'm just curious what was really going on during the negotiations. If TI handed in a written proposal a few days before Amati's deadline to close with Westell, why did Amati rush to the alter with Westell?>>> Because Westell said the deal was dead if it didn't close by Sept. 30. and TI did not come back with a counter proposal before then even though Amati's management tried to make contact. <<<And worse yet, accept a 14.7 million dollar penalty clause knowing full well that TI was bidding a $20 (your guess) cash offer. They could have easily asked for a few days delay or request to waive the penalty clause. >>> Perhaps Westell refused an extension. Close now or never? I honestly don't know. <<<Also I would like to know exaclty when the Westell deadline was specifically agreed upon. TI is no dummy, if there was a serious deadline, TI would have made it. They wouldn't screw up with this much money (and technology) on the table. >>> It was in place for at least a month, maybe longer. My notes from 8/18/97 indicate there was a deadline in place --- and later notes indicate Sept. 30. So, again, why didn't TI respond sooner? Politics? Amati insisiting on a given price and TI refusing? If they were offering 20, as I suspect they were, and the Westell deal equated to something like 22 at the time of signing, they must have decided to take their chances on getting it later for enough less to compensate for any penalty. Or, perhaps there were concessions involved that had nothing to do with share price --- perhaps management buyout agreements. I'm sure there's a lot we'll never know. >>>Cost to Amati shareholder? Well who pays Westell the 14.7 million dollars? TI is saying they will not. If Amati shareholders have to eat the penalty and also lost 2 months worth of time for the cash they could have received earlier, that comes out to about one full buck per share. Maybe for small shareholders that may not be much, but are there any big shareholders out there that feel that a dollar per share of lost money in their pocket matters?>>> When TI says they're not paying the break-up fee, it's really academic. Technically Amati pays but since TI will own them at that point, does it matter who they say is paying? As for lost use of the cash, again, it's academic. Anyone who wanted to sell on the open market could. For an eighth pt. loss, they could take their money and run. <<<I suspect that management would benefit more from the Westell deal because they would stay in power. It does not seem to be the same with TI. That constitutes a conflict of interest. >>> Would Amati's current management have stayed in power with the Westell buyout? Hard to say. I suspect they would have been kept on longer, but I doubt their positions would have been permanent. Cioffi's yes. He'd be taken care of no matter who bought the company. I don't know about a conflict of interest. It's beyond my ken. Pat