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Non-Tech : U S FILTER (USF) A Water Stock ! -- Ignore unavailable to you. Want to Upgrade?

To: Chris Nevil who wrote (296)	7/3/1998 7:42:00 PM
From: STRTYZ	Respond to of 361

WIRED NEWS: Wired Weekly Pick for the week beginning Sunday, July 5, 1998 Unit Instruments, Inc. (NASDAQ: UNII) UNII Snapshot: Mergers, mergers and more mergers. Before we know it, U.S. business may end up consisting of only a few corporate giants? Kind of a scary thought, huh? Actually, this is quite cyclical. Increased competition forces such action on behalf of companies looking to get an edge and return value to shareholders over the long haul. UNII shareholders must be elated. Unit Instruments Inc. (Nasdaq:UNII) Thursday announced that it has signed a definitive agreement under which it will merge with a wholly owned subsidiary of United States Filter Corp. (NYSE:USF). Under the agreement, shareholders of Unit Instruments will receive $12.62 in U.S. Filter common stock for each share of Unit common stock. The exchange ratio is subject to adjustment. The number of shares of U.S. Filter stock to be issued in the merger will be based on the average closing price of U.S. Filter stock over a 20-day period ending five days prior to the closing date. If the average stock price is above $27, the average price will be used as the U.S. Filter stock valuation. If the average price falls below $27, U.S. Filter stock will be valued at $27. Unit may elect to terminate the merger agreement if U.S. Filter's stock price averages below $24 per share. The transaction is expected to be accounted for as a tax-free reorganization. Of course, the closing of the merger is subject to certain conditions. It appears UNII will become a wholy owned subsidiary within U.S. Filter's Kinetics Group. USF Kinetics is a leading designer, manufacturer, and installer of critical high-purity process systems used in semiconductor, biotech, and pharmaceutical manufacturing. Unit Instruments is a leading manufacturer of mass flow controllers and high-purity integrated gas panels, devices used to precisely measure and deliver critical gas flow in semiconductor manufacturing processes. "The combination of Unit and USF Kinetics creates the opportunity to offer the semiconductor industry an integrated gas delivery solution that meets next-generation manufacturing requirements, while reducing the overall cost of owning a semiconductor fabrication facility," said Michael J. Doyle, president and chief executive officer of Unit Instruments. In our opinion, this merger is great news for both companies and their shareholders. USF gets control of UNII and the ability to leverage additional resources and technology in addition to increased value on the books. UNII has recently fallen somewhat out of favor on "THE STREET" and provides some long awaited positive developments for shareholders. Could a tumble in share price have anything to do with a company's effort to look attractive as a possible merger candidate? Or, is a merger/acquisition not considered until the company sees a particular stock price ripe for pickings? Either way, you get the same result. insiderwire.com