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Technology Stocks : Brite Voice (BVSI) -- Ignore unavailable to you. Want to Upgrade?

To: Rob Palmer who wrote (490)	4/30/1999 11:13:00 AM
From: Bosco	Respond to of 495

G'day all - Rob, no, I don't think the retrenchment is market's doubt of the merger. Rather, since there is no compelling evidence of a bidding war, the hot money probably decides to take profit. There is also the waiting period and all that, so there is the time value there. Personally, I m in need of fund, so I am tempted. But I simply can see why I want to discount it so much. OTOH, if it pops above 13, I may not wait for the merger. Btw, on the same day the deal was announced, I read some interesting on INTV in "Computer Telephony," so even locking up my shares for the tender is a possibility, but the back of my mind is that rock n roll lyrics - "the new boss is like the old boss" <g> best, Bosco

To: Rob Palmer who wrote (490)	5/10/1999 1:28:00 PM
From: Bosco	Read Replies (1) \| Respond to of 495

G'day all - I was rereading the merger agreement, does anyone know what exactly the following mean? InterVoice, Inc. (InterVoice) and Brite Voice Systems, Inc. (Brite) jointly announced that they have signed a definitive merger agreement in which InterVoice will acquire all the outstanding shares of Brite common stock. Pursuant to the agreement, InterVoice will pay Brite shareholders $13.40 per Brite share, or based on approximately 12.3 million shares of Brite common stock currently outstanding, a total consideration of approximately $164.4 million. Of this total, approximately $122.7 million, or $10.00 per Brite share, will be in cash and approximately $41.7 million, or $3.40 per Brite share, will be in shares of InterVoice common stock. The transaction will be executed in two steps, the first being an all cash tender offer at $13.40 per share for approximately 9.2 million shares of Brite's common stock. The second step will consist of a merger in which shares of Brite common stock not purchased in the cash tender offer will be exchanged into shares of InterVoice common stock. The ratio of exchange will be determined at the time of the merger based on the average closing price of an InterVoice share for the preceding twenty-five trading days. This transaction has been approved by the Boards of Directors of Brite and InterVoice. InterVoice has obtained a commitment for acquisition financing from Bank of America and expects to commence the cash tender offer on or before May 3, 1999. The closing of the transaction is subject to completion of the acquisition financing and certain other customary conditions as described in the merger agreement. The reason I ask is that the 2 paragraphs are proposing 2 [seemingly conflicting] terms. The 1st one states each share of BVSI will be tendered with $10 cash and $3.40 worth of INTV stock. The 2nd paragraph states that 1st 9.2MM shares of BVSI gets $13.40 cash and the rest of the shares ends up with $13.40 worth of INTV stock based on a formula. So which one is the correct one? best, Bosco