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Technology Stocks : 3Com Corporation (COMS) -- Ignore unavailable to you. Want to Upgrade?

To: David Lawrence who wrote (20558)	8/13/1998 7:16:00 PM
From: joe	Read Replies (1) \| Respond to of 45548

David, Appreciate your answering those questions! Here's one more... >>The poison pill only makes a hostile takeover difficult, and is designed to protect the senior management team, not the shareholders.<< Hmnn, that doesn't sound good. How are senior management protected? I guess salary wise, compensation wise if their employment contracts get terminated sooner than expected? If this is the case, then how does this get negotiated into the laws of the board? Seems to be somewhat anti-friendly for shareholders. I wouldn't think that senior management has that much leverage unless their sleeping in the same bed as board members, and even still, regular shareholders would be pretty vocal about such a thing...unless they really want to keep senior management badly enough??? I guess, I don't know enough about it. Can you shed a little more light on it? Thanks!

To: David Lawrence who wrote (20558)	8/13/1998 7:17:00 PM
From: Mang Cheng	Respond to of 45548

As I stated before, this could be the buyout scenario : Seiman buys nn Lu buys coms Lu merge with Seiman to create Lu-si-new-coms ! *********************************************************** Thursday August 13, 6:08 pm Eastern Time Newbridge shares up on takeover talk By Sarah Edmonds TORONTO, Aug 13 (Reuters) - Shares in networking equipment firm Newbridge Networks Corp. climbed in New York and Toronto on Thursday morning as takeover speculation swirled about it and various competitors. In New York, the stock was up US$1-3/4 at US$22-1/2 after hitting a peak of US$23. Newbridge shares rose to C$35 on the Toronto Stock Exchange before settling back to trade C$3.05 higher at C$34.30. ''There's a rumor going around that Siemens (AG) (quote from Yahoo! UK & Ireland: SIEG.F) is going to buy Newbridge. I personally think it's just a rekindling of periodic takeover speculation,'' said Robert MacLellan, an analyst with Kearns Capital. ''Siemens is the logical buyer. The problem is, what would compel Siemens the buy Newbridge?'' Siemens has a long-standing technology pact with Newbridge but currently owns no equity in the company. MacLellan said Siemens could buy into Newbridge in a small way but has no compelling reason to ante up billions of dollars right now. Another analyst attributed the climb to rumors swirling around two U.S. companies involved in some of Newbridge's businesses. ''There's takeover rumors on Network Equipment (Technologies Inc.) (NWK - news) and another takeover rumor on 3Com (Corp.) (COMS - news),'' said one analyst, who declined to be identified. ''Network Equipment is number two to Newbridge in TDM (time division multiplexing) equipment, Newbridge's more mature product line, and 3-Com is a partner of Newbridge on the enterprise network side. ''So if you start to see those two get snapped up then people start to talk the industry consolidation story which is more that someone like Lucent (Technologies Inc.) (LU - news) or Nortel (Northern Telecom Ltd.) (NTL.TO - news) or Siemens has to look at taking out a Newbridge. In which case, the values that get tossed around are more around US$30 or above so the stock looks pretty cheap down here,'' he added. On Wednesday, Network Equipment declined a New York Stock Exchange request to comment on its recent market activity. The stock closed on Wednesday up US$3-1/16 at US$16-5/8. On Thursday, the stock was down US$1-7/8 at US$14-3/4. 3Com was down US$1-1/16 at US$28-15/16 on Nasdaq. The analyst said he did not believe that Terry Matthews, Newbridge's controlling shareholder, would be keen to sell. ''So to the extent that the appreciation is built on that rumor, I think people are going to be disappointed,'' he said. MacLellan agreed. ''If you're buying Newbridge for takeover speculation, I think you've got maybe a one in 100 chance of getting your money back,'' he said. Newbridge looked likely to meet consensus estimates for its first quarter which ended July 31, analysts said. An improvement in sales of Newbridge's TDM equipment -- used in data transmission -- should help the company to meet analysts' forecasts of around US$0.14 to US$0.15 per share for the first quarter ending July 31. But the balance between the TDM business and packet switching, another method of sending data across networks, will shift to the older TDM technology because of the improvement. ''I think what we're hearing is that the TDM business which had been a disappointment and caused a lot of the problems in the latter part of fiscal 1998 has actually done a little better than people are expecting in the quarter,'' said John Wilson, an analyst with Bunting Warburg. "So they'll make our estimates." Some analysts were concerned about the shift in balance. ''So they'll make the number but I think the feeling will be that they made it because TDM gave a twitch, not because packet went through the roof,'' said MacLellan.