To: helkel who wrote (25662 ) 8/26/1998 7:50:00 PM From: Gary Korn Read Replies (1) | Respond to of 36349
Following is the Volpe Brown report. Notice that it talks about a possible buyout of PAIR by ASND, given the possibility that ASND may desire to remain independent (of LU). The report is dated August 18: "PAIR: Reiterate STRONG BUY Rating Two of the most prominent recent themes in the carrier infrastruture space, earnings volatility and consolidation, have been reasserted with authority in the last few weeks. This has been witnessed in recently announced or anticipated earnings disappointments at CIENA and Advanced Fibre, and with the recent acquisitions of Stratus, Summa Four, and Positron Fiber Systems. It is with this in mind that we reiterate our STRONG BUY rating on PAIR, based on recent information that suggests that the Company's third-quarter results are tracking to plan and that the Company has adopted a more proactive approach to strategic combinations. We continue to consider PairGain the most attractive take-out candidate in the group, which was the original basis for our positive view of the shares. -While the outcome of key RFPs with major RBOCs remains uncertain, we believe current business trends at PairGain are tracking in line with expectations. Our estimates for the third quarter call for earnings of $.16 on revenues of $75 million, essentially flat with the second quarter and with last year. We expect the familiar combination of price pressure in the HDSL business and strong growth in the small subscriber business to be at work here. We believe this result for the third quarter, although representing a continuation of the lackluster growth of the past several quarters, would be incrementally positive to current investor concerns reflected in recent share price weakness at PairGain and other suppliers such as ADC Telecom. -We reiterate our view of the potential combination of PairGain and Advanced Fibre as strategically sound. While the weakness in AFC's share price and numerous near-term operating issues clearly reduce the likelihood of any near-term activity, we continue to view the product lines, customer bases, core technologies, and management of each company as complementary. We believe PairGain has adopted an incrementally more proactive approach to strategic dialogue, and continue to view the Company as offering considerable value to potential acquirers in terms of RBOC customer relationships, installed base, core xDSL, and small subscriber carrier technology. -We further note that Ascend, which has expressed interest in further accessing carrier technologies such as xDSL, SONET, and digital loop carriers in addition to expanding its carrier customer presence, might well make hay while the sun shines. That is, the combined market cap. of AFC and PAIR, net of cash, now stands at just over $1.5 billion, down from a peak of over $6 billion. While visions of a Lucent-West may be considered California dreaming, given the Company's pending purchase of Stratus and upcoming integration and divestiture requirements, the combination of ASND and either, or both, AFC and PAIR makes sense to us from a strategic standpoint. We doubt, for example, that the TLAB-CIEN-Coherent troika was widely expected at the beginning of this year. We believe the ranks of other acquirers for one or both companies include ADC Telecom, ECI Telecom, CSCO, and the large global telecom equipment suppliers. -We continue to view PAIR as incrementally more attractive than AFC as a take-out candidate, although the nearly 40% slide in AFC's share price recently has brought it into valuation parity with PAIR. We continue to rate AFC neutral. We note that PAIR has been beset by one isolated issue in HDSL pricing, with the balance of the Company in terms of management and new product development activities intact. This contrasts with the several balls in the air at AFC at present, including the search for a new CEO. More importantly, PAIR offers a way into the access networks of some of the world's largest carriers in the RBOCs, versus a larger but more indepenedent telco-focused customer base at AFC. We note finally that PAIR, although with a slightly lower revenue run rate, maintains higher gross and operating margins and has $100 million more cash. Potentially offsetting some of this is the more system-oriented nature of AFC's products. (END)