NCR Corp chairman Charles Exley was saying as we closed last night that that he would resign if AT&T Co succeeded in its bid to acquire NCR, making it clear that price was not the only reason NCR was baulking at the unsolicited offer – a serious threat since AT&T needs the NCR management in place to be successful.Earlier, NCR responded coolly to the unsolicited offer from AT&T to buy the company for $90 a share, $6,030m all told, in AT&T shares, saying that its board would not be intimidated by AT&T going public with the offer. The offer was made on Sunday after NCR had dismissed an $85 a share bid proposal made on Friday as grossly inadequate and refused to continue negotiating over the weekend. NCR said AT&T can’t combine the two companies’ computer businesses without support and confidence in AT&T’s integrity and sense of honour… No ultimatum or demand will likely win that support or confidence. NCR said it would carefully consider a financially sound proposal should AT&T choose to submit one, pointing out that the $90-a-share offer – which expires at close of business tomorrow – reflects only a 25% premium over the high reached by NCR’s share price over the past six months. AT&T indicated that it is prepared to raise its offer, but NCR voiced concerns over the strategic and business logic of the proposed merger, as well as the price offered, and said that its board had decided not to proceed with a sale unless it reflects the full value of NCR’s prospects going forward. AT&T shares reacted negatively to the announcements, falling $2.125 to $30 even; NCR shares put on over $25 and were trading at $82. Analysis – see page 5
