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Stocks T / TyCom, Ltd.


Subject:  Re: TYC to acquire TCM Date:  11/20/2001  8:47 AM
Author:  pknoerr Number:  119 of 136

The Sensormatic deal is different than the TYCOM deal. Each merger/buyout is different, and one needs to very carefully read the terms of the merger. In the Sensormatic deal it appears that TYCO was trying to fast track the deal and made an offer whereby the shareholders could convert their Sensomatic shares for TYCO shares in lieu of a vote. It appears that 90% of the shareholders of Sensormatic tendered their shares in the merger for conversion on November 12, 2001. As such the remaining shareholders (ie, those that didn't tender their shares) will be converted at the same ratio.

Usually in mergers you get a proxy vote, both as the acquiring company and as the acquired company, once the terms of the deal are announced. In most mergers, once the vote is successfully completed, then the transfer goes through at prescribed price on the date of merger. So both the TYCOM deal (because TYC owns a majority stake, thus no vote is necessary) and the Sensomatic deal (because it's being fast tracked, and the deal was offered in lieu of the vote) are sort of non-normal mergers and acquisitions.

Anyways, you will recieve .3133 shares of TYC for each share of TCM you own. The only thing we don't yet know is when that deal will go through. There may be a small difference between the prices on that date of transfer, but the deal ratio is set, and the price we actually pay for each share of TYC will be determined by the price of TYC on that date.


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