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Technology Stocks : Vantive Corporation -- Ignore unavailable to you. Want to Upgrade?

To: investorgal who wrote (1633)	3/3/1998 10:22:00 PM
From: Melissa McAuliffe	Read Replies (1) \| Respond to of 3033

Thanks for your perspective on the technology issues. I guess all I'm saying is that I would assume they have done the due diligence and taken a serious look at this take before making this decision. My understanding is that the top scopus reps had already left scopus and joined sebl prior to the acquisition and that many of the others were looking to bail anyway. Salespeople want to be with the winner and unfortunately that was not scopus. So I see this as actually a positive for those reps who sebl wants to keep. Having been one myself, I can tell you that sales reps are the quickest to adapt. As I said before it comes down to $. Great products, great company, growing sector. Culture is the least of it. It comes down to how much money can I make. Melissa

To: investorgal who wrote (1633)	3/5/1998 6:09:00 PM
From: Scott H. Roberts	Read Replies (1) \| Respond to of 3033

"As for the structure of the deal, acquisitions based completely on stock swaps are risky at best and have never been as clean as acquisitions based on some portion of cash. The fact that the CFO in both instances is the same, concerns me. In terms of the buyout, it's a no-lose for Siebel." I have heard many comments on the VNTV and SEBL threads about the concern about deal structure between SEBL and SCOP and had a few thoughts on the subject. The deal structure used in the deal was the pooling of interest accounting by which the stock of one company is exchanged for the stock of another company. Pooling accounting restates the combined operations of both businesses as if the two companies were always one company. It is true that the buyer (in this case Siebel)has an advantage in using, what everyone probably admits, is a richly valued stock. Certainly there is risk to Scopus shareholders that Siebel's stock tanks in 6 months and their 460MM deal turns into a 250MM deal. Having said that, the pooling of interest accounting is very common and often makes the most sense. When using purchase accounting, the buyer is forced to expense the excess of the purchase over the book value, this is called goodwill (although there is nothing good about it). The onus is put on the seller in deals where the buyer's stock is a high flyer to justify a higher price. Furthermore, if you believe in the stock of the buyer, the seller can benefit from future increases in the stock prices without suffering the capital gains hit that a purchase creates.