Notice to Former Shareholders of LXE Inc.
Concerning Merger of LXE Inc.
and
Supplement to
Offering Circular/Prospectus
dated November 27, 1996
On December 31, 1996, Electromagnetic Sciences, Inc.
("ELMG") accepted tenders for 812,542 shares of the common stock,
$.01 par value per share (the "LXE Shares"), of LXE Inc. ("LXE")
pursuant to the Exchange Offer for such shares made by ELMG by
its Offering Circular/Prospectus dated November 27, 1996. As a
result of the acceptance of such LXE Shares under the Exchange
Offer, each exchanging holder of such LXE Shares is receiving .75
shares of the common stock, $.10 par value per share (the "ELMG
Shares"), of ELMG for each LXE Share exchanged.
Following acceptance by ELMG of the LXE Shares tendered to
it under the Exchange Offer, ELMG transferred all LXE Shares then
held by it, constituting approximately 96% of all outstanding LXE
Shares, to ELMG's wholly owned subsidiary, LXE Merger Subsidiary,
Inc. Immediately following such transfer, LXE Merger Subsidiary,
Inc. caused LXE, as its 96%-owned subsidiary, to merge with and
into LXE Merger Subsidiary, Inc. (the "Merger"). As a result of
the Merger, each of the remaining 218,802 LXE Shares owned by
persons other than LXE Merger Subsidiary, Inc. were
automatically, and without further action of their holders,
converted into ELMG Shares, at a ratio of .75 ELMG Shares for
each LXE Share so converted. Outstanding options to acquire LXE
Shares were converted, on a proportionate basis, into options to
acquire ELMG Shares. The Board of Directors of LXE Merger
Subsidiary, Inc. and the officers of LXE remained as the Board of
Directors and officers, respectively, of the surviving
corporation. In the Merger, the name of the surviving
corporation was changed to LXE Inc., and this corporation is a
wholly owned subsidiary of ELMG.
The Exchange Offer and Merger, and certain matters related
to the conversion in the Merger of outstanding options for LXE
Shares, were approved by the shareholders of ELMG at a Special
Meeting held on December 30, 1996, by a vote of 4,098,015 shares
in favor and 205,015 shares opposed.
As a result of the Merger, LXE Shares no longer evidence any
ownership or other interest in LXE; rather, such Shares evidence
solely the right to receive .75 ELMG Shares for each LXE Share
(plus cash in lieu of fractional shares). The LXE Shares are no
longer traded on the NASDAQ National Market System. In order to
receive a certificate evidencing the ELMG Shares to which a
former LXE Shareholder is entitled, the certificate evidencing
the LXE Shares must be surrendered to SunTrust Bank, Atlanta, as
Merger Exchange Agent, accompanied by a Letter of Transmittal
provided by ELMG. In surrendering their certificates for LXE
Shares, shareholders should follow the instructions set forth in
the Letter of Transmittal.
The Merger has occurred under provisions of Georgia law that
permit a merger of a corporation and a subsidiary of which it
owns at least 90% of the outstanding shares to occur without vote
or other action of the subsidiary's Board of Directors or
shareholders. Because the LXE Shares have been converted in the
Merger into ELMG Shares, which are traded on the NASDAQ National
Market System, the former holders of LXE Shares are not entitled
to dissenter's rights in connection with the Merger. See the
Offering Circular/Prospectus at "SUMMARY -- The Merger" and "LACK
OF DISSENTER'S RIGHTS OF LXE AND ELMG SHAREHOLDERS."
December 31, 1996
