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EXHIBIT (A)4
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
RAMP NETWORKS, INC.
at
$5.80 Net Per Share in Cash
by
BLACKBIRD ACQUISITION, INC.
a direct wholly owned subsidiary of
NOKIA CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, TUESDAY, JANUARY 16, 2001 UNLESS THE OFFER IS
EXTENDED.
December 15, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by 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"), to act as Information Agent in connection
with Purchaser's offer to purchase all the shares of common stock, par value
$0.001 per share ("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, upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase, dated December 15, 2000 (the "Offer to
Purchase"), and the related Letter of Transmittal (which, together with the
Offer to Purchase and any amendments or supplements thereto, collectively
constitute the "Offer") enclosed herewith. Please furnish copies of the
enclosed materials to those of your clients for whose accounts you hold Shares
registered in your name or in the name of your nominee.
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validly tendered and not withdrawn prior to the expiration of the Offer at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.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase dated December 15, 2000;
2. Letter of Transmittal for your use in accepting the Offer and tendering
Shares and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents are not immediately available or
cannot be delivered to Citibank, N.A. (the "Depositary") prior to the
Expiration Date (as defined in the Offer to Purchase) or if the procedure for
book-entry transfer cannot be completed prior to the Expiration Date;
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4. A letter to stockholders of the Company from Mahesh Veerina, President
and Chief Executive Officer of the Company, together with a Solicitation/
Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission by the Company;
5. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the Offer;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, JANUARY 16, 2001, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) certificates
evidencing such Shares 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 the Offer to Purchase), (ii) the Letter of Transmittal (or manually
signed facsimile thereof) properly completed and duly executed with any
required signature guarantees or an Agent's Message (as defined in the Offer
to Purchase), in connection with the book transfer and (iii) any other
documents required under the Letter of Transmittal.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents prior to the expiration
of the Offer, a tender may be effected by following the guaranteed delivery
procedure described in Section 3 of the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Depositary and the Information Agent as described
in the Offer to Purchase) in connection with the solicitation of tenders of
Shares pursuant to the Offer. However, Purchaser will reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients. Purchaser will pay or cause to be paid
any stock transfer taxes payable with respect to the transfer of Shares to it,
except as otherwise provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Georgeson Shareholder Communications Inc. (the "Information Agent") at its
address and telephone number set forth on the back cover page of the Offer to
Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent, at the address and telephone number set forth on the back
cover page of the Offer to Purchase.
Very truly yours,
[GEORGESON SHAREHOLDER
COMMUNICATIONS, INC. LOGO]
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF PARENT, PURCHASER, THE COMPANY, THE
INFORMATION AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE
ANY STATEMENT ON BEHALF OF ANY OF THE FOREGOING IN CONNECTION WITH THE OFFER
OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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