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January 14, 1988

PRIME SAYS $15 A SHARE IS FINAL OFFER FOR COMPUTERVISION; OUTCOME NOW UNCERTAIN

By CBR Staff Writer

Prime Computer Inc’s chances of landing Computervision Corp receded a little after it raised the value of its bid to $15 a share, $435m, late Wednesday, and characterised the improved offer as final. Reason is that a persistent buyer of Computervision shares on Tuesday was reportedly paying $14.875, and must have been confident that a higher offer was coming from elsewhere, because no arbitrageur would be interested in a turn of only one bit a share. Prime’s board said it would not go above $15 because any further increase would not serve the interests of Prime. The new offer expires January 27. Since Computervision has not responded to Prime’s request that it redeem its poison pill rights, Prime is now soliciting shareholder consents to remove the Computervision board and nominate its own directors who, if elected, will redeem the rights.

In response to a Delaware legal action filed by Computervision, Prime filed a counterclaim seeking to invalidate and enjoin Computervision’s poison pill rights and the golden parachutes for top management. Computervision had no immediate response to Prime’s new offer, but since most of its shares now appear to be in the hands of professional investors, its independence is almost certainly at an end. Computervision has said that it is talking with unidentified third parties, but selling to another looks to be its only alternative to being bought by Prime.

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