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EXHIBIT (A)7
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is being
made solely by the Offer to Purchase dated December 15, 2000 and the related
Letter of Transmittal, and is being made to holders of Shares. Purchaser (as
defined below) is not aware of any jurisdiction where the making of the Offer
is prohibited by any administrative or judicial action pursuant to any valid
state statute. If Purchaser becomes aware of any valid state statute
prohibiting the making of the Offer or the acceptance of Shares pursuant
thereto, Purchaser will make a good faith effort to comply with such state
statute. If, after such good faith effort, Purchaser cannot comply with such
state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the holders of Shares in such state. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
RAMP NETWORKS, INC.
at
$5.80 Net Per Share
by
BLACKBIRD ACQUISITION, INC.
a direct wholly owned subsidiary of
NOKIA CORPORATION
BLACKBIRD ACQUISITION, INC., a Delaware corporation ("Purchaser") and a
direct wholly owned subsidiary of NOKIA CORPORATION, a public limited
liability company incorporated under the laws of the Republic of Finland
("Parent"), is offering to purchase all the shares of common stock, par value
$0.001 per share (the "Shares"), of RAMP NETWORKS, INC., a Delaware
corporation (the "Company"), that are issued and outstanding for $5.80 per
Share, net to the seller in cash (subject to applicable withholding taxes),
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated December 15, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with the
Offer to Purchase and any amendments or supplements thereto, collectively
constitute the "Offer"). Following the Offer, Purchaser intends to effect the
Merger described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, JANUARY 16, 2001,
UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there having been
validly tendered and not withdrawn prior to the expiration of the Offer at
least the number of Shares that shall constitute 51% of the then outstanding
shares on a fully diluted basis (defined as all outstanding Shares together
with Shares issuable upon the conversion of any Company convertible securities
or upon the exercise of any vested options, warrants, or rights), and (ii) any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, having expired or been terminated prior to the
expiration of the Offer.
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The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of December 6, 2000 (the "Merger Agreement"), among Parent, Purchaser and
the Company. The Merger Agreement provides, among other things, that as
promptly as practicable after the purchase of Shares pursuant to the Offer and
the satisfaction of the other conditions set forth in the Merger Agreement and
in accordance with relevant provisions of the General Corporation Law of the
State of Delaware ("Delaware Law"), Purchaser will be merged with and into the
Company (the "Merger"). As a result of the Merger, the Company will continue
as the surviving corporation (the "Surviving Corporation") and will become a
direct wholly owned subsidiary of Parent. At the effective time of the Merger
(the "Effective Time"), each Share issued and outstanding immediately prior to
the Effective Time (other than Shares held in the treasury of the Company or
Shares owned by Purchaser, Parent or any direct or indirect wholly owned
subsidiary of Parent or of the Company, and other than Shares held by
stockholders who shall have demanded and perfected appraisal rights under
Delaware Law) shall be canceled and converted automatically into the right to
receive $5.80 in cash, or any higher price that may be paid per Share in the
Offer (subject to applicable withholding tax), without interest.
The Board of Directors of the Company has unanimously determined that the
Merger Agreement and the transactions contemplated thereby, including each of
the Offer and the Merger, are fair to, and in the best interests of, the
holders of Shares, has approved the Merger Agreement and the transactions
contemplated thereby, including each of the Offer and Merger, and has
recommended that the holders of Shares accept the Offer and tender their
Shares pursuant to the Offer.
Concurrently with entering into the Merger Agreement, Parent and Purchaser
entered into several Stockholder's Agreements, dated as of December 6, 2000
(the "Stockholder's Agreements"), with certain stockholders (collectively, the
"Principal Stockholders"), pursuant to which each Principal Stockholder has
agreed (i) to validly tender (and not withdraw) its Shares into the Offer,
(ii) to vote its Shares in favor of the Merger, and (iii) to grant to
Purchaser an option to purchase its Shares at $5.80 per Share upon the terms
and subject to the conditions set forth in its Stockholder's Agreement. On
December 6, 2000, the Principal Stockholders owned 7,858,187 Shares,
constituting approximately 36% of the then outstanding Shares.
Purchaser does not intend to offer any subsequent offering period in
connection with the Offer unless Purchaser comes to a written agreement with
the Company that would provide for such subsequent offering period.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to Citibank
N.A. (the "Depositary") of Purchaser's acceptance for payment of such Shares
pursuant to the Offer. Upon the terms and subject to the conditions of the
Offer, payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the purchase price therefor with the Depositary, which will
act as agent for tendering stockholders for the purpose of receiving payments
from Purchaser and transmitting such payments to tendering stockholders whose
Shares have been accepted for payment. Under no circumstances will interest on
the purchase price for Shares be paid, regardless of any delay in making such
payment. In all cases payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (i) the certificates evidencing such Shares (the "Share Certificates") or
timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility (as defined in
Section 2 of the Offer to Purchase) pursuant to the procedure set forth in
Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal (or a
manually signed facsimile thereof), properly completed and duly executed, with
any required signature guarantees or an Agent's Message (as defined in Section
2 of the Offer to Purchase) and (iii) any other documents required under the
Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion (but subject
to the terms and conditions of the Merger Agreement and the rules and
regulations of the Securities Exchange Commission), at any time and from time
to time, to extend for any reason the period of time during which the Offer is
open, including the occurrence of any condition specified in Section 14 of the
Offer to Purchase, by giving oral or written notice of such
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extension to the Depositary. Any such extension will be followed as promptly
as practicable by public announcement thereof, such announcement to be made no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date of the Offer. During any such extension,
all Shares previously tendered and not withdrawn will remain subject to the
Offer and subject to the right of a tendering stockholder to withdraw such
stockholder's Shares.
Tender of the Shares made pursuant to the Offer are irrevocable except that
such Shares may be withdrawn at any time prior to 12:00 Midnight, New York
City time, on Tuesday, January 16, 2001 (or the latest time and date at which
the Offer, if extended by Purchaser, shall expire). For the withdrawal to be
effective, a written or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth on the
back cover page of the Offer to Purchase. Any such notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of such
Shares, if different from that of the person who tendered such Shares. If
Share Certificates evidencing Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, then, prior to the physical release of
such Share Certificates, the serial numbers shown on such Share Certificates
must be submitted to the Depositary and the signature(s) on the notice of
withdrawal must be guaranteed by an Eligible Institution (as defined in
Section 3 of the Offer to Purchase), unless such Shares have been tendered for
the account of an Eligible Institution. If Shares have been tendered pursuant
to the procedure for book-entry transfer as set forth in Section 3 of the
Offer to Purchase, any notice of withdrawal must specify the name and number
of the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Shares. All questions as to the form and validity (including the
time of receipt) of any notice of withdrawal will be determined by Purchaser,
in its sole discretion, whose determination will be final and bidding.
The information required to be disclosed by Rule 14d-6(d)(1) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended,
is contained in the Offer to Purchase and is incorporated herein by reference.
The Company has provided Purchaser with the Company's stockholder list and
security position listings, including the most recent list of names, addresses
and security positions of non-objecting beneficial owners in the possession of
the Company, for the purpose of disseminating the Offer to holders of Shares.
The Offer to Purchase and the related Letter of Transmittal will be mailed to
record holders of Shares whose names appear on the Company's stockholder lists
and will be furnished to brokers, dealers, commercial banks, trust companies
and similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read before any decision is made with
respect to the Offer.
Questions and requests for assistance or for additional copies of the Offer
to Purchase and the related Letter of Transmittal and other tender offer
materials may be directed to the Information Agent as set forth below, and
copies will be furnished promptly at Purchaser's expense. No fees or
commissions will be paid to brokers, dealers or other persons (other than the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
[GEORGESON SHAREHOLDER COMMUNICATIONS INC. LOGO]
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
December 15, 2000
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