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Technology Stocks : VLSI Technology - Waiting for good news from NASDAQ !!! -- Ignore unavailable to you. Want to Upgrade?

To: Hermann Ragaller who wrote (5539)	3/5/1999 1:03:00 PM
From: Ram Seetharaman	Respond to of 6565

Philips is stupid to think it can walk over VLSI and gobble it all at $ 17. Al and his gang are going to resist and play this cunctative (delaying!) tactics and they should! If Philips thinks they can topple the board with a law suit, they are crazy! The present board controls VLSI - not Philips! Let Philips buy as many shares as they can in the open market, come to the board meeting with their attorneys and goons (or whatever!) and try to vote the board out. That is the way it is done in America! You wield control provided you have the power. Right now the only thing Philips has is cash! Having been around as long as I have been, I know that money doesn't buy people - particularly good ones with principle in USA - not the kind that lead companies! It could hire you a law firm that will milk you by the hour, but you won't win, if the law is not on your side! They should up the price and sweeten the pot, then VLSI will talk. Even then they may not be able to buy them outright!

To: Hermann Ragaller who wrote (5539)	3/5/1999 1:16:00 PM
From: DanZ	Read Replies (3) \| Respond to of 6565

<Can somebody with better English knowledge (or just better working brain) explain what this sentence means? I don't understand this kind of poison pill.> The pill will delay VLSI's shareholders' ability to receive Philips' consideration until it can replace the California computer chip maker's board with new members, ..." Poison pills are designed to make it prohibitively expensive for an acquiring company to complete the buy out of another company. In most cases, the target company does this by issuing a large amount of convertible stock with a low exercise price to existing shareholders. This dilutes the common stock from the acquirer's perspective and makes it prohibitively expensive for them to complete the transaction. ...will delay VLSI's ability to receive consideration means that the poison pill will delay Philips' ability to complete the transaction quickly because they will have to spend time fighting it. By consideration, they mean their $17 offer. There are two things to be said for this. Shareholders might not care about the delay if they think there is a good chance that a higher bid is forthcoming, either from Philips or another suitor. Second, I don't think that 17 is fair consideration when one can sell their stock on Nasdaq for 18 3/16. I don't think anybody else here would either. I hope this answered your question. Dan