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

To: Robohogs who wrote (60481)	3/29/1999 10:12:00 PM
From: stilts	Read Replies (1) \| Respond to of 61433

Jonathan, I agree with your statement except for the reference to shareholder approvals, which implies that the Lucent shareholders will get to vote on the deal. They won't; only ASND shareholders will be entitled to vote. Which puts ASND shareholders in a good position: if LU blows up and its shares tank (not likely at all, but still within the realm of possibilities) but ASND blows the doors off with profits and its shares soar, then ASND shareholders would have the option to reject the merger. In other words, the shareholder approval required of ASND shareholders shouldn't really be very scary to the arbs, who are long ASND and short LU. Because the proposed merger is not of sufficient size relative to LU's capital, LU's charter and bylaws do not require that LU shareholders be entitled to vote on the matter. It was left to the discretion of LU's Board of Directors, who already approved of the merger.