Proxicom Entertains Higher Acquisition Bid

Let the bidding war begin.

Proxicom Inc., a Reston, VA.-based e-consulting firm who agreed to be acquired by Compaq Computer Corp. nearly two a weeks ago, said
Monday it has received a higher bid-per-share from South Africa’s Dimension Data
Holdings plc.

On April 26, Compaq had offered Proxicom $5.75 per share in cash — a deal
that would have paid the troubled e-consultant roughly $266 million.
Dimension Data has since told Proxicom it will offer $7.50 per share, also
in cash.

Proxicom now has some serious deliberating to do. If Proxicom decides
Dimension Data’s offer is a better deal, Compaq would then have three
business days to fire off a counteroffer. However, should Proxicom opt to
take Dimension Data up on its offer, the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by Proxicom with the Securities and
Exchange Commission states that Proxicom would owe Compaq a $10 million
termination fee.

However, it should be noted that in the very same Schedule 14D-9 filed with
the SEC, Proxicom’s board said the company’s shareholders should go with the
Compaq offer.

Compaq Monday said it has been advised of the counteroffer; Proxicom’s board
has authorized its management team to investigate the proposal and will keep
Compaq informed of the status of the competing proposal.

“The Proxicom board has not changed its recommendation to Proxicom
shareholders,” Compaq said in a statement. “The merger agreement between
Compaq and Proxicom continues in effect.”

Compaq spokesperson Arch Currid told that the computer
maker would not comment beyond the public statement.

Proxicom’s stock surged $1.69, or 30 percent, to $7.35
in pre-open trading.

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