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Filed by Alteon WebSystems, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Alteon WebSystems, Inc. Commission File No. 000-27247
Information communicated via email to the employees of Alteon WebSystems, Inc.
from Dominic P. Orr regarding the Alteon WebSystems merger with Nortel Networks
July 28, 2000
-----Original Message-----
From: Dominic Orr [mailto:[email protected]]
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Sent: Friday, July 28, 2000 4:53 AM
To: dl-alteon@sharks; [email protected]
Subject: Announcement
To Everyone at Alteon WebSystems:
I am very excited and deeply proud to inform you that, at 4:30 a.m. today,
Alteon WebSystems has agreed to an acquisition offer made by Nortel Networks for
$7.5 billion.
This agreement with Nortel Networks is among the ten largest public transactions
in the history of the communications equipment industry and is among the two
largest acquisitions in Nortel Network's history (the other one is Bay Networks,
which closed for $7.1B in August of 1998).
For every share of Alteon WebSystems stock, employees will receive 1.83148
shares of Nortel stock. We expect the deal to close in the November timeframe,
at which time employees will receive a 25 percent acceleration of their unvested
stock options (the remaining unvested shares will continue to vest at the
original rate).
You should all be very proud of being part of this major milestone in the
internet infrastructure industry. It is clear that your *phenomenal*
achievements this past year provided a springboard for this merger.
The board of directors of Alteon WebSystems decided to do this merger for two
key reasons.
Firstly, in the "FY01 kickoff" three days ago, I told you that the "Time to
Win" is now and the KEY strategic target is Cisco.... Well, the board deeply
believes that, in Nortel Networks, we find the BEST arsenal.
Secondly, Nortel Networks is generally considered as one of the best positioned
communication equipment companies by the investment community, with 22 out of 25
industry analysts covering the company stating "buy" or "strong buy" positions.
Thus, the board believes that this merger represents a great opportunity for
ATON shareholders to continue to participate in the tremendous opportunities for
growth in the Internet Infrastructure industry with a strong, liquid currency.
In the meantime, please don't forget:
* COMPETITORS....CUSTOMERS........ should be everyone's continued focus...
LET US CONTINUE TO DELIVER...
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Yours,
Dom
Dominic Orr
Additional Information and Where to find It
Nortel Networks plans to file a registration statement in connection with the
merger, and Alteon WebSystems expects to mail a proxy statement/prospectus to
Alteon WebSystems's stockholders containing information about Nortel Networks,
Alteon WebSystems, the merger and related matters. Investors and security
holders are urged to read the registration statement and the proxy
statement/prospectus carefully when they are available. Investors and security
holders will be able to obtain free copies of these documents through the
website maintained by the U.S. Securities and Exchange Commission at
http//www.sec.gov. Free copies of the registration statement and the proxy
statement/prospectus may also be obtained:
. from Alteon WebSystems by directing a request through the Investors
Relations portion of Alteon WebSystems's website at http//www.alteon.com or by
mail to Alteon WebSystems, 50 Great Oaks Blvd., San Jose, CA 95119, attention:
Investor Relations, telephone: (408) 360-5500, or
. from Nortel Networks by directing a request through the Investors
Relations portion of Nortel Networks's website at http//www.nortelnetworks.com
or by mail to Nortel Networks, 8200 Dixie Road, Suite 100, Brampton, Ontario L6T
5P6, attention: Investor Relations, telephone: (905) 863-0000.
In addition to the registration statement and the proxy statement/prospectus,
Nortel Networks and Alteon WebSystems file annual, quarterly and other reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by Nortel Networks or Alteon WebSystems at the SEC public reference rooms
at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other
public reference rooms in New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Nortel Networks's and Alteon WebSystems's filings with the SEC are also
available to the public from commercial document-retrieval services and at the
Web site maintained by the SEC at http://www.sec.gov.
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Interests of Certain Persons in the Merger.
Alteon WebSystems will be, and certain other persons named below may be,
soliciting proxies from Alteon WebSystems's stockholders in favor of the
approval of the merger. The directors and executive officers of Alteon
WebSystems and the directors and executive officers of Nortel Networks may be
deemed to be participants in Alteon WebSystems's solicitation of proxies. The
directors and executive officers of Alteon WebSystems are Dominic P. Orr, Joe T.
Booker, Tench Coxe, Adam Grosser, Andrew W. Verhalen, Selina Y. Lo, James G.
Burke, Barton M. Burstein, Anthony Narducci, Shirish S. Sathaye, Prabhat Mishra
and Atul Bhatnagar. The directors and executive officers of Alteon WebSystems
have interests in the merger, some of which may differ from, or may be in
addition to, those of Alteon WebSystems's stockholders generally. Those
interests, which will be described in greater detail in the proxy
statement/prospectus, include:
. certain of the directors and executive officers of Alteon WebSystems may
own options to purchase shares of Alteon WebSystems common stock which will
become vested and exercisable in connection with the merger;
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. certain of the executive officers of Alteon WebSystems may enter into
employment agreements with Nortel Networks; and
. Nortel Networks has agreed to cause the surviving corporation in the
merger to provide indemnification and director and officer liability insurance
coverage to the directors and executive officers of Alteon WebSystems following
the merger.
Cautionary Language
This document contains forward-looking statements that involve risks and
uncertainties that could cause actual results or outcomes to differ materially
from those contemplated by the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, risks
relating to the consummation of the contemplated merger, including the risk that
required regulatory clearances or stockholder approval might not be obtained in
a timely manner or at all. In addition, statements in this press release
relating to the expected benefits of the contemplated merger are subject to
risks relating to the timing and successful completion of technology and product
development efforts, integration of the businesses of Nortel Networks and Alteon
WebSystems, unanticipated expenditures, changing relationships with customers,
suppliers and strategic partners and other factors described in the most recent
periodic reports filed by Nortel Networks and Alteon WebSystems, with the
Securities and Exchange Commission.
Dominic P. Orr
Alteon WebSystems, Inc.
50 Great Oaks Blvd.,
San Jose, Ca. 95119,
U.S.A.
tel: 408.360.5525
email: [email protected]
http://www.alteon.com
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