To be fare to VSCI shareholders, the deal should be revised to reflect revenues for each company, cash on hand, debt, # of shares outstanding, # of warrants convertible to common stock, ..etc. and the ratio should be adjusted depending on the closing prices when the merger closes in 2015. If they did all that and they still believe the ratio is correct, then fine. However, since the aggregate of both companies is always greater than the sum of the two after cost savings and operating efficiencies are realized, the value of both companies should be going up not down. Just look at RFMD and TriQuint and see how they are both on a tear following their merger.
Because Lew was supporting the stock pure and simple. He owned majority shares and had too much at stake in VSCI. Now he found a company that could grow VSCI's sales and he is rewarding UPI's shareholders with enough shares that he thought and was confident would propel UPI's stock price to 4.50 or more rather than VSCI going down which was the initial reaction today. M&As are usually hard to understand unless you are on the inside of the deals so I would not be surprised if UPI did indeed appreciate to $4.5 or $5/share near term while VSCI continued its run up to the $1.65 area.
What I think is happening is that Pell's expectation and plans with UPI was to boost UPI's price by the multiple he is offering UPS' shareholders rather than VSCI dropping :) UPI should be trading $3.65/share and should see a spike sometime soon to justify this move or they will be sued as I already saw one law suite threat being published and possibly more to follow if UPI does move up and move quickly that is :)) I think buying UPI here makes the most sense and provides the least risk.
UPI would have to go up to 3.63 to justify a price of $1.00 for VSCI. Do the math. If VSCI trades at its recent price of 1.22 just few days ago it would value UPI at 4.42/share. One analyst valued UPI at 6.00/share which would give VSCI a valuation of $1.65/share. These thinly traded stocks are all manipulated by insiders and they cook the deals to achieve whatever makes them money at the end of the day. Considering Lew appears to have actually taken over UPI, he and VSCI now appear to be the biggest beneficiary from this deal. Time will tell though; who knows!