|
|
|
|
|
Manuel Asensio Report: Dec. 29, 1997 Avant! analyst fails to disclose conflict of interest. |
Manuel Asensio and Asensio & Company, Inc. ("Asensio") report that Wessels, Arnold & Henderson, L.L.C. ("Wessels") has issued a buy recommendation on Avant! Corporation (OTC Symbol: AVNT) (Price: $19.125) stock without disclosing that it has an interest in Avant!’s acquisition of Technology Modeling Associates, Inc. (OTC Symbol: TMAI). TMAI has agreed to pay Wessels a fee of approximately $2 million upon the closing of its merger with Avant!. TMAI shareholders may vote against the merger if Avant!’s stock continues to decline. Furthermore, the Wessels report included an opinion on Avant!’s legal situation while Avant!’s new proxy states that Wessels has not performed any legal reviews.
Manuel Asensio and Asensio also report that in a Form S4 dated December 22nd Avant! disclosed that Wessels has rendered a fairness opinion in connection with the merger of TMAI and Avant!. Manuel Asensio and Asensio believe it is important to note that the Form S4 states that Wessels "has not been asked and did not consider the possible effects of any litigation (whether civil or criminal), or other legal claims". Furthermore, Wessels did not perform nor was it "furnished with any such evaluations or appraisals". Therefore, Wessels has rendered an opinion to TMAI shareholders on the value of Avant!’s shares without considering the potential business harm or monetary damages of its four major pending lawsuits, its felony criminal charges, it existing preliminary injunction and final judgment, or the possible Aquarius/Apollo injunction.
Manuel Asensio and Asensio observe that TMAI retained Wessels to render an opinion on the merger. At the same time, TMAI agreed to pay Wessels a fee contingent on the closing of merger. TMAI has also executed a merger agreement that does not allow it to terminate the merger if Avant!'s stock price declines. TMAI’s controlling officers, who own over 32% of its shares, have granted Avant! irrevocable purchase options and voting proxies.
Furthermore, Avant! agreed to buy TMAI that the original price despite reported major adverse changes in its business. Manuel Asensio and Asensio believe that these actions are indisputable evidence of both these company’s own assessment of their stock prices. Separately, VLSI has filed to sell all its Avant! stock obtained through its Compass sale. Manuel Asensio and Asensio believe that Avant! is well aware that its stock price is grossly overvalued, can not issue stock through a public offering and is instead distributing its stock thru the acquisition of companies with no other alternative.
|
|
