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ZAPME! CORPORATION
3000 EXECUTIVE PARKWAY, SUITE 150
SAN RAMON, CA 94853
Dear Stockholder:
I am pleased to inform you that on October 3, 2000, ZapMe! Corporation
("ZapMe!") entered into an agreement with Gilat Satellite Networks, Ltd.
("Gilat") and certain principal stockholders of ZapMe!, providing for the
commencement of a tender offer ("Offer") to purchase 51% of the outstanding
shares of ZapMe! common stock ("Shares") for $2.32 per share in cash (the
"Tender Offer Agreement"). The Offer commenced on October 17, 2000.
Under the Tender Offer Agreement, certain stockholders of ZapMe! have
agreed to validly tender in, and not withdraw from, the Offer all of their
Shares. In addition, pursuant to the Tender Offer Agreement, certain
stockholders of ZapMe! have granted to Gilat an option to purchase all of their
Shares, which Gilat shall exercise only to the extent necessary to acquire the
number of shares which together with the Shares owned by Purchaser, would
constitute approximately 51% of the total number of Shares outstanding as of the
last business day prior to the consummation of the Offer.
THE BOARD OF DIRECTORS DETERMINED BASED ON, AMONG OTHER THINGS, THE
RECOMMENDATION OF THE SPECIAL COMMITTEE COMPRISED OF INDEPENDENT DIRECTORS, THAT
THE TENDER OFFER AGREEMENT, AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING
THE OFFER, IS IN THE BEST INTERESTS OF THE COMPANY AND ALL STOCKHOLDERS SHOULD
HAVE THE OPPORTUNITY TO TAKE ADVANTAGE OF THE OFFER. THE BOARD OF DIRECTORS
RECOMMENDS THAT THE STOCKHOLDERS OF ZAPME! ACCEPT THE OFFER AND TENDER THEIR
SHARES IN THE OFFER.
In arriving at its recommendation, the Board of Directors considered a
number of factors, as further described in the attached
Solicitation/Recommendation Statement, including the written opinion dated
October 3, 2000 delivered to the Board of Directors by ZapMe!'s financial
advisor, Thomas Weisel Partners, LLC to the effect that as of such date and
based on the assumptions made therein procedures followed, matters considered
and limitations of the review undertaken, that the consideration to be received
by the ZapMe! stockholders in the Offer is fair to the ZapMe! stockholders from
a financial point of view. A copy of the Thomas Weisel opinion is attached as
Annex A.
Last week, you received Gilat's Offer to Purchase, dated October 17, 2000,
together with the related materials to be used for tendering your Shares. Those
documents set forth the terms and conditions of the Offer. If you have not
received these materials, please call CIBC World Markets Corp., the dealer
manager of the Offer, at (212) 667-6355 or (800) 999-6726 or Equiserve Trust
Company N.A., the depositary of the Offer, at (781) 575-3400. The enclosed
Solicitation/Recommendation Statements describes in more detail the reasons for
the ZapMe! Board's conclusions and contains other information relating to the
Offer. Please consider this information carefully.
On behalf of the Board of Directors and management of ZapMe!, I thank you
for your support.
Sincerely,
Lance Mortensen
Co-Chairman and Chief Executive Officer
