To: LastShadow who wrote (11278 ) 3/24/1999 10:29:00 PM From: AlienTech Respond to of 43080
BEAM to buy ATCI It's not entirely clear from my most recent cursory reading of the S-4, but it looked like you could extrapolate (fairly linearly) from the $6 point on the S-4. Looking at their assumptions, it looks like the numbers (cash and number of BEAM shares for one ATCI share) start to flatten out. To put it bluntly, you can do a worst case analysis and assume that all options/warrants are converted. That would maximally dilute the share and cash distributed to shareholders and use that to value ATCI. To quote the S-4 "we assume that 410 of the 442 shares of the preferred stock currently outstanding are converted into 1,031,449 shares of Autonomous common stock and that the remaining 32 shares are redeemed for an aggregate of $355,552" I'm not sure how many total ATCI shares they're assuming to exist worst case, but it looks like about 16M to me, which seems high, but conservative. That would give you .73 BEAM shares for each ATCI share. As for the cash, assuming that ATCI borrows the full $5M credit line, that leaves $47.5M ($50M- 1/2 of $5M per the agreement) to be split among the 16M or so shares. That's a little under $3.00, though the table says $3.13. So, to conclude, you can extrapolate out the values, since they share value varies linearly with BEAM's share price (assuming max conversions) and the cash stays constant above $4.29 (when it is maxed out. Autonomous and Summit Establish New Record and Shareholder Meeting Dates ORLANDO, Fla.--(BW HealthWire)--March 17, 1999--Autonomous Technologies Corporation (NASDAQ NM: ATCI - news) and Summit Technology, Inc. (NASDAQ NM: BEAM - news) announced today that they have agreed to extend the closing of their proposed merger to a date no later than April 30, 1999. Autonomous and Summit had planned to hold their stockholder meetings on March 30, 1999, but a longer than anticipated SEC review of the S-4 registration statement and joint proxy statement/prospectus has resulted in the delay. Autonomous understands that Summit will file a final amendment to the S-4 within the next few days, with an anticipated effective date and mailing next week. The Boards of Directors of Autonomous and Summit have reset the record dates for the meetings to March 19, 1999 and have rescheduled the meetings to April 29, 1999. Autonomous designs, develops and markets next generation excimer laser instruments for laser vision correction. The company's LADARVision® System combines high-speed, laser radar eye tracking with precisely controlled small beam shaping technology. For more information, contact Autonomous Technologies at 2800 Discovery Drive, Orlando, FL 32826 (407) 384-1600, or visit us on the web at www.autonomous.com. This press release contains a forward-looking statement about the anticipated effective date and mailing of the joint proxy statement/prospectus. Actual results could differ materially from those projected in the forward-looking statement if there is a delay in the processing of the Registration Statement and Joint Proxy Statement with the Securities and Exchange Commission or a delay in the holding of the shareholders' meeting.