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Technology Stocks : Ascend Communications (ASND) -- Ignore unavailable to you. Want to Upgrade?

To: Techplayer who wrote (60165)	2/26/1999 9:20:00 AM
From: Mighty Mizzou	Read Replies (1) \| Respond to of 61433

The deal struck indicates that ASND is liable for $575 mil if they back out. Pretty good guess on my part! Thanks Brian! GO ASND!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

To: Techplayer who wrote (60165)	2/26/1999 10:11:00 AM
From: stilts	Respond to of 61433

Please note that the merger agreement is a binding contract. ASND's board of directors can elect to back out, upon payment of the mentioned break-up fee, ONLY under certain very specifically defined conditions (e.g., they get a better offer), or it is discovered that LU materially misrepresented something to them. Likewise LU cannot back out unless, e.g., they can successfully argue that ASND materially misled them. Even if one party misses earnings estimates by a lot, e.g., the other party would not be entitled to back out unless the "miss" relates to some fraud or other material misrepresentation. In addition to the $525 million break-up fee in the event ASND gets a better offer, LU has the right to exercise options for a substantial number of ASND shares (capped at a total gain of about $700 million). Best regards, stilts