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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is being made
solely by the Offer to Purchase dated October 20, 2000 and the related Letter of
Transmittal, and is being made to holders of Shares. Purchaser (as defined
below) is not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid state
statute. If Purchaser becomes aware of any valid state statute prohibiting the
making of the Offer or the acceptance of Shares pursuant thereto, Purchaser
will make a good faith effort to comply with such state statute. If, after such
good faith effort, Purchaser cannot comply with such state statute, the Offer
will not be made to (nor will tenders be accepted from or on behalf of) the
holders of Shares in such state. In any jurisdiction where the securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of Purchaser by Goldman,
Sachs & Co. or one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
MICROWAVE POWER DEVICES, INC.
AT
$8.70 NET PER SHARE
BY
ERICSSON MPD ACQUISITION CORP.
A DIRECT WHOLLY OWNED SUBSIDIARY OF
ERICSSON INC.
Ericsson MPD Acquisition Corp., a Delaware corporation ("Purchaser") and a
direct wholly owned subsidiary of Ericsson Inc. a Delaware corporation
("Parent"), is offering to purchase all the shares of common stock, par value
$0.01 per share (the "Shares"), of Microwave Power Devices, Inc., a Delaware
corporation (the "Company"), that are issued and outstanding for $8.70 per
Share, net to the seller in cash (subject to applicable withholding taxes),
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated October 20, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with the Offer to Purchase and
any amendments or supplements thereto, collectively constitute the "Offer").
Following the Offer, Purchaser intends to effect the Merger described below.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, NOVEMBER 17, 2000, UNLESS THE OFFER IS EXTENDED.
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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 50.6% OF THE THEN OUTSTANDING SHARES ON A
FULLY DILUTED BASIS (AFTER TAKING INTO ACCOUNT ALL SHARES ISSUABLE UPON THE
CONVERSION OF SHARES OF COMPANY PREFERRED STOCK OR ANY OTHER 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.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of
October 12, 2000 (the "Merger Agreement"), among Parent, Purchaser and the
Company. The Merger Agreement provides, among other things, that as promptly as
practicable after the purchase of Shares pursuant to the Offer and the
satisfaction of the other conditions set forth in the Merger Agreement and in
accordance with relevant provisions of the General Corporation Law of the State
of Delaware ("Delaware Law"), Purchaser will be merged with and into the Company
(the "Merger"). As a result of the Merger, the Company will continue as the
surviving corporation (the "Surviving Corporation") and will become a direct
wholly owned subsidiary of Parent. At the effective time of the Merger (the
"Effective Time"), each Share issued and outstanding immediately prior to the
Effective Time (other than Shares held in the treasury of the Company or Shares
owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of
Parent or of the Company, and other than Shares held by stockholders who shall
have demanded and perfected appraisal rights under Delaware Law) shall be
canceled and converted automatically into the right to receive $8.70 net in
cash, or any higher price that may be paid per Share in the Offer (subject to
applicable withholding taxes), without interest.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND
THE MERGER, ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S
STOCKHOLDERS, HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE OFFER AND MERGER, AND HAS RECOMMENDED THAT
THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES IN THE
OFFER.
Parent and Purchaser have entered into a Stockholders' Agreement, dated as of
October 12, 2000, with certain stockholders of the Company, namely George
Sbordone, James Silver, Lee Leong, Alfred Weber and Charter Technologies Limited
Liability Company, the Company's largest stockholder (collectively, the
"Principal Stockholders"), pursuant to which, among other things, the Principal
Stockholders have agreed to (i) tender their Shares into the Offer (which Shares
currently represent in the aggregate approximately 50.6% of the outstanding
Shares on a fully diluted basis (after taking into account all outstanding
Shares together with all Shares issuable upon the conversion of Shares of
Company preferred stock or any convertible securities or upon the exercise of
any vested options, warrants, or rights)), (ii) vote such Shares in favor of the
Merger and (iii) grant to Purchaser an option to purchase such Shares at $8.70
per share upon the terms and subject to the conditions set forth in the
Stockholders' Agreement.
Purchaser does not intend to offer any subsequent offering period in connection
with the Offer unless Purchaser comes to a written agreement with the Company
that would provide for such subsequent offering period.
For purposes of the Offer, Purchaser will be deemed to have accepted for payment
(and thereby purchased) Shares validly tendered and not properly withdrawn as,
if and when Purchaser gives oral or written notice to ChaseMellon Shareholder
Services, L.L.C. (the "Depositary") of Purchaser's acceptance for payment of
such Shares pursuant to the Offer. Upon the terms and subject to the conditions
of the Offer, payment for Shares accepted for payment pursuant to the Offer will
be made by deposit of the purchase price therefor with the Depositary, which
will act as agent for tendering stockholders for the purpose of receiving
payments from Purchaser and transmitting such payments to tendering stockholders
whose Shares have been accepted for payment. UNDER NO CIRCUMSTANCES WILL
INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID, REGARDLESS OF ANY DELAY IN
MAKING SUCH PAYMENT. In all cases, payment for Shares tendered and accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) the certificates evidencing such Shares (the "Share
Certificates") 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
Section 2 of the Offer to Purchase) pursuant to the procedure set forth in
Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal (or a
manually signed facsimile thereof), properly completed and duly executed, with
any required signature guarantees or an Agent's Message (as defined in Section 2
of the Offer to Purchase), in connection with the book-entry transfer and (iii)
any other documents required under the Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion (but subject to
the terms and conditions of the Merger Agreement and the rules and regulations
of the Securities and Exchange Commission), at any time and from time to time,
to extend for any reason the period of time during which the Offer is open,
including the occurrence of any condition specified in Section 14 of the Offer
to Purchase, by giving oral or written notice of such extension to the
Depositary. Any such extension will be followed as promptly as practicable by
public announcement thereof such announcement to be made no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled expiration date of the Offer. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer and
subject to the right of a tendering stockholder to withdraw such stockholder's
Shares.
Tender of Shares made pursuant to the Offer are irrevocable except that such
Shares may be withdrawn at any time prior to 12:00 midnight New York City time,
on Friday, November 17, 2000 (or the latest time and date at which the Offer, if
extended by the Purchaser, shall expire). For withdrawal to be effective, a
written or facsimile transmission notice of withdrawal must be timely received
by the Depositary at one of its addresses set forth on the back cover page of
the Offer to Purchase. Any such notice of withdrawal must specify the name of
the person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered holder of such Shares, if different
from that of the person who tendered such Shares. If Share Certificates
evidencing Shares to be withdrawn have been delivered or otherwise identified
to the Depositary, then, prior to the physical release of such Share
Certificates, the serial numbers shown on such Share Certificates must be
submitted to the Depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution (as defined in the Offer to
Purchase), unless such Shares have been tendered for the account of an Eligible
Institution. If Shares have been tendered pursuant to the procedure for
book-entry transfer as set forth in Section 3 of the Offer to Purchase, any
notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares. All
questions as to the form and validity (including time of receipt) of any notice
of withdrawal will be determined by Purchaser, in its sole discretion, whose
determination will be final and binding.
The information required to be disclosed by Rule 14d-6(d)(1) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.
The Company has provided Purchaser with the Company's stockholder list and
security position listings, including the most recent list of names, addresses
and security positions of non-objecting beneficial owners of the Company, for
the purpose of disseminating the Offer to holders of Shares. The Offer to
Purchase and the related Letter of Transmittal will be mailed to record holders
of Shares whose names appear on the Company's stockholder list and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
Questions and requests for assistance or for additional copies of the Offer to
Purchase and the related Letter of Transmittal and other tender offer materials
may be directed to the Information Agent or the Dealer Manager as set forth
below, and copies will be furnished promptly at Purchaser's expense. No fees or
commissions will be paid to brokers, dealers or other persons (other than the
Information Agent and the Dealer Manager) for soliciting tenders of Shares
pursuant to the Offer.
The Information Agent for the Offer is:
[INNISFREE M&A INCORPORATED LOGO]
501 Madison Avenue, 20th Floor
New York, New York 10022
BANKS AND BROKERS CALL COLLECT: (212) 750-5833
ALL OTHERS CALL TOLL-FREE: (888) 750-5834
The Dealer Manager for the Offer is:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000 OR (800) 323-5678
October 20, 2000
