To: Clint E. who wrote (18028 ) 10/16/1998 2:59:00 AM From: Johnny Canuck Respond to of 67830
Friday, October 16, 1998 Nortel sued over Bay Networks deal By MICHAEL LEWIS Technology Reporter The Financial Post Northern Telecom Ltd. kept quiet about a fall-off in business to ensure completion of a merger with Bay Networks Inc., says a class action lawsuit filed in New York yesterday. The suit says the telecommunications equipment manufacturer held back information about the impact of declining demand from Asia and Europe to prop up its share price so the US$9.1-billion all-stock transaction would proceed. Nortel "sought to maintain the illusion of ongoing financial well-being and revenue growth in order to keep the stock price buoyed and to convince Bay Networks' shareholders to agree to the merger," says the 18-page civil suit filed under U.S. securities law in a New York District Court. The suit claims "tens of millions" in damages, said lawyer Fred Isquith, who represents lead plaintiff Gary Scibelli, a Bay Networks options holder. Nortel spokesman Peter Janecek said the allegations were "completely without merit" and the company will contest them vigorously. The suit says thousands of U.S. holders of Bay Networks common stock and stock options who received 161 million Nortel shares when the merger was completed on Aug. 31 suffered after Nortel warned on Sept. 29 revenue growth would fall short of expectations for at least the third quarter of 1998. In September, the company also announced it had lost wireless contracts in Europe to rival companies and it would cut 3,500 jobs to focus on the data-networking business. Those revelations led to a major sell-off of Nortel stock that helped shave millions off the company's capitalization. Nortel shares were trading at about US$50 when shareholders of Santa Clara, Calif.-based Bay Networks voted in favor of the merger Aug. 28. After the revenue warning they fell to US$321 1/816 on Sept 30. The suit claims if the Brampton, Ont.-based telecommunications equipment maker had signalled slowing revenue growth before the merger, its stock price would have tumbled and Nortel would have been forced to raise the number of shares it was assigning to Bay Networks holders as compensation. "We're basically seeking the difference between what the shares are actually worth and what they're selling for on public markets," said Isquith. The suit seeks an independent appraisal of Nortel's common stock. It also names Nortel chief executive John Roth and chief financial officer Wes Scott as defendants, along with the company. Both executives signed a 139-page prospectus filed with the merger that, the suit alleges, contains false and misleading statements about Nortel's financial health. It says Roth sought to allay investors fears about Nortel's exposure to Asia and the impact slowdowns there might have on revenue growth, citing a statement carried by the Bloomberg news service in which he is quoted as saying Asia "is becoming a smaller part of our overall revenue as other markets expand." Roth "knew at that time the company was experiencing a major fall-off in business," the lawsuit says, and Nortel "did not have good momentum going into the second half," as he allegedly told Bloomberg in July. The lawsuit seeks class action status on behalf of all Bay Networks holders at the time the merger was completed. Isquith said it could be months before a judge decides whether the suit can proceed and years before it is resolved. Buoyed by a interest rate cut in the U.S., Nortel shares (NTL/TSE) rose $6.50 yesterday to close at $55.50.