The Endgame at AFC: Tellabs closes the deal

As things got a bit better with the FiOS rollout and product quality the Tellabs deal continued. Given the tone of the message from Verizon, Tellabs decided it was able to lower its offer. For those who have never been a part of these things, there are always clauses in agreements about "Adverse Material Changes". Given that we had to talk about the breach letter from Verizon publicly, Tellabs certainly had the opening to renegotiate.

I have to say that many folks inside AFC were quite unhappy with the change. This included lots of Employees, Managers and Executives. Tellabs had a pretty bad history in acquisitions and so they were viewed as a marginally good merger partner. The Board of Directors was quite unsure what to do. I know John and Keith were in favor of pushing forward and closing the deal. Eventually the Board called in Jeff Rosen, Jorge Valdes and me to ask our opinions about the deal. I would say that we gave the deal weak support and I thought it was time to say a bit more of my views on the topic.

From my perspective, the entire Executive Team was worn out. We had lived through the popping of the Optical Bubble and come through stronger. In the last 18 months of the company we won a huge RFP and signed a good sized merger. We had completely executed on our plan of becoming a Tier 1 vendor. We were stretched thin and it showed. John was particularly worn out and I understand why. He went through hell with all of this. In my mind, the only path forward was the merger. I thought if Tellabs pulled out our chances of holding together the Executive Team was zero and that meant building from scratch again. I thought our chances as a company surviving in that scenario were at best 50/50.

The Tellabs deal (from an AFC standpoint) did have one major upside and that was Krish Prabhu. When he was at Alcatel, we viewed Krish as a skilled oponent. What he thought of us, I have no idea. Alcatel generally viewed us as a pesky upstart, but we had put a rather large hitch in their gitalong starting in 03. We thought Krish would be a great leader for a Tier 1 Access Business.

For myself, it took until late October to know what would happen with me. I had to call Krish to get an answer. My pretext was to discuss the future of the AccessLAN group, but he told me that he wanted me to stay and work out with the new leader a role. I agreed and that is what happened.

As a final note on this topic, we actually had to count the votes. That is HIGHLY unusual in one of these things and the merger won by around 1% of the vote. On Friday, I am going to recap this story arc and set up the next phase.

Jim Sackman
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