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"Under terms of the agreement, Genesys shareholders will be given 1.667 Alcatel American depositary shares (ADS) for one Genesys share, as long as the value of Genesys stock stays between $45 and $55 per share. Genesys closed up 5/8 yesterday at $40 7/8, and Alcatel crept up 1/4 to close at $27 5/16. Each Alcatel ADS is worth one-fifth of an Alcatel share."

Lemme do the math (brief pause while my brain boots up): 1 ADS = 0.2 Alc shares.
Genesys share holders will get 1.667 ADS which equals 1.667 x 0.2 Alc/ADS = 0.3334 shares of Alcatel for each share of Genesys.
If Alcatel stock is $28/share, this is worth
0.3334 x $28/share = $9.3352 for each share of Genesys if Genesys is worth at least $45.

So the Genesys shareholders are supposed to exchange each $45 worth of stock for ADS's worth less than $10!!

To quote the late Pete Deul on "Alias Smith and Jones", "This is a good deal???"

But that's just my opinion - I'm just your Foolish bagman.
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