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EXHIBIT (a)(1)(E)
[TO BE SENT VIA E-MAIL]
Clarification of
Lante's Stock Option Replacement Program
January 2, 2001
Last month, Lante announced its Stock Option Replacement Program for eligible
employees. Details of the program can be found in the Introduction to Lante's
Stock Option Replacement Program that was sent to you by e-mail on December 19,
2000 and in the Letter to Eligible Option Holders Regarding the Offer, the Offer
to Exchange and the Letter of Transmittal that were sent to you by e-mail on
December 21, 2000. These tender offer materials have been archived in Midas
[link to these documents in a notes database for employees].
As a reminder, if you want to participate in the Stock Option Replacement
Program, you need to fill out the Letter of Transmittal we sent to you by e-mail
on December 21, 2000 and send it by mail, fax or hand delivery to Scott Smaller,
our Treasurer, no later than 12:00 midnight, Eastern time, on January 22, 2001,
unless we extend the offer. Also remember that you may withdraw your tendered
options at any time before the offer expires. If you need more information about
the Stock Option Replacement Program or would like hard copies of the tender
offer materials decribed above, please contact your benefits representative at
312-696-5000.
Since announcing the Stock Option Replacement Program, some of you have asked
how a change in control of Lante would impact the program (i.e., if the company
was sold). Before explaining the consequences of a change in control, it is
worth noting a few practical considerations. We are not currently negotiating
any such transaction. In addition, such change in control would have to be
agreed to by our inside stockholders and board of directors in light of the
concentration of share ownership among our officers and directors and the
corporate controls we implemented in contemplation of our initial public
offering earlier this year. Nonetheless, our board of directors has a duty to
consider alternatives for maximizing share value, and we cannot ignore the
possibility that a transaction could be proposed that our controlling
stockholders believe is desirable or that our board of directors believes is in
the best interest of Lante.
If any such transaction were to occur before we granted new options under the
Stock Option Replacement Program, it would be our intent to negotiate the terms
of that transaction such that employees who tender options pursuant to this
program would receive options to purchase securities of the acquiror. At the
same time, however, we are reserving the right to take any actions we deem
necessary or appropriate to complete a transaction that our board of directors
believes is in the best interest of Lante and its stockholders. This could
include terminating the Stock Option Replacement Program. If we were to
terminate the Stock Option Replacement Program in connection with a change in
control transaction, employees who have tendered options for cancellation
pursuant to this program would not receive options to purchase securities of the
acquiror or any other consideration for their tendered options.
