EXHIBIT (a)(1)(H)
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 made
solely by the Offer to Purchase dated November 17, 2000, and the related Letter
of Transmittal and any amendments or supplements thereto and is not being made
to (nor will tenders be accepted from or on behalf of) holders of shares in any
jurisdiction in which the making of the offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction in
which the securities, Blue Sky or other laws require the offer to be made by a
licensed broker or dealer, the offer shall be deemed made on behalf of the
Purchaser (as defined below) by Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Dealer Manager"), or by one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
MICROTOUCH SYSTEMS, INC.
AT
$21.00 NET PER SHARE
BY
EQUINOX ACQUISITION, INC.,
A WHOLLY OWNED SUBSIDIARY OF
MINNESOTA MINING AND MANUFACTURING COMPANY
<PAGE>
Equinox Acquisition, Inc., a Massachusetts corporation (the
"Purchaser") and a wholly owned subsidiary of Minnesota Mining and Manufacturing
Company, a Delaware corporation ("Parent"), is offering to purchase all
outstanding shares of Common Stock, par value $0.01 per share (the "Common
Stock"), of MicroTouch Systems, Inc., a Massachusetts corporation (the
"Company"), including the associated preferred stock purchase rights (the
"Rights"), issued pursuant to the Rights Agreement, dated as of January 19,
1996, between the Company and The First National Bank of Boston (the Common
Stock and the Rights together are referred to herein as the "Shares"), at $21.00
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated November
17, 2000, and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Tendering shareholders who have Shares registered in their names and who tender
directly to EquiServe, L.P. (the "Depositary") will not be obligated to pay
brokerage fees or commissions or, except as set forth in the Letter of
Transmittal, transfer taxes on the purchase of Shares by the Purchaser pursuant
to the Offer. Shareholders who hold their Shares through a broker or bank should
consult with such institution as to whether it charges any service fees. The
purpose of the Offer is to acquire for cash as many outstanding Shares as
possible as a first step in acquiring the entire equity interest in the Company.
Following the consummation of the Offer, the Purchaser intends to effect the
Merger (as defined below).
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JANUARY 3, 2001 UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (a) there being
validly tendered and not withdrawn prior to the Expiration Date (as defined
below) that number of Shares that would represent at least a majority of the
fully diluted Shares (as defined in the Offer to Purchase) on the date of
purchase (the "Minimum Tender Condition"), and (b) any waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to
the purchase of Shares pursuant to the offer or to the Merger and any other
waiting periods under any other applicable material competition, merger,
control, antitrust or similar law or regulation shall have expired or been
terminated.
The Offer is being made pursuant to the Agreement and Plan of Merger
dated as of November 13, 2000, among Parent, the Purchaser and the Company (the
"Merger Agreement") pursuant to which, following the consummation of the Offer
and the satisfaction or waiver of certain conditions, the Purchaser will be
merged with and into the Company, with the Company surviving the merger as a
wholly owned subsidiary of Parent (the "Merger"). In the Merger, each
outstanding Share (other than Shares owned by Parent, the Purchaser or the
Company or any subsidiary of Parent or the Company or by shareholders, if any,
who are entitled to and properly exercise dissenters' rights under
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<PAGE>
Massachusetts law) will be converted into the right to receive the price per
Share paid pursuant to the Offer in cash, without interest thereon.
The Board of Directors of the Company (the "Company Board") (at a
meeting duly called and held) has (x) determined that the Merger Agreement, the
Offer and the Merger are fair to and in the best interests of the Company and
the shareholders of the Company; (y) approved and adopted the Merger Agreement
and the transactions contemplated by the Merger Agreement, including the Offer
and the Merger; and (z) resolved to recommend that shareholders of the Company
accept the Offer and tender their Shares pursuant to the Offer.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares validly tendered to the
Purchaser and not properly withdrawn as, if and when the Purchaser gives oral or
written notice to the Depositary of the Purchaser's acceptance for payment of
such Shares. 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 shareholders for the purpose of receiving payment from the Purchaser
and transmitting payment to tendering shareholders whose Shares have been
accepted for payment. In all cases, payment for Shares accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (a) the certificates for such Shares, together with a Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, and any required
signature guarantees or (b) in the case of a transfer effected pursuant to the
book-entry transfer procedures described in Section 2 of the Offer to Purchase,
a Book-Entry Confirmation (as defined in the Offer to Purchase) and either a
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, and any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase), and any other required documents. Under no
circumstances will interest be paid on the purchase price for tendered Shares,
regardless of any extension of or amendment to the Offer or any delay in paying
for such Shares.
The term "Expiration Date" means 12:00 midnight, New York City time, on
Wednesday January 3, 2001, unless and until the Purchaser shall have extended
the period of time during which the Offer is open in accordance with the terms
of the Merger Agreement, in which event the term "Expiration Date" shall mean
the latest time and date on which the Offer, as so extended by the Purchaser,
will expire. The Purchaser may, at any time and from time to time, take one or
more of the following actions without the consent of the Company: (a) extend the
Offer for one or more periods of time that the Purchaser reasonably believes are
necessary to cause the conditions to the Offer to be satisfied, if at the
Expiration Date any of the conditions to the Purchaser's obligation to accept
Shares for payment is not satisfied or waived, until such time as all such
conditions are satisfied or waived, (b) extend the Offer for any period required
by any
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<PAGE>
rule, regulation, interpretation or position of the Securities and
Exchange Commission or the staff thereof that is applicable to the Offer or (c)
extend the Offer for an aggregate period of not more than ten business days
beyond the latest applicable date that would otherwise be permitted under clause
(a) or (b) of this sentence, if, as of such date, all of the conditions to the
Purchaser's obligation to accept Shares for payment (including the Minimum
Tender Condition) are satisfied or waived but the number of Shares validly
tendered and not withdrawn pursuant to the Offer equals less than 90% of the
outstanding Shares on a fully diluted basis. If (x) all of the conditions to the
Offer are not satisfied on any scheduled Expiration Date of the Offer and (y)
the Company is in compliance with all of its covenants in the Merger Agreement,
then the Purchaser will extend the Offer for one or more periods of time that
the Purchaser reasonably believes are necessary to cause the conditions of the
Offer to be satisfied until all such conditions are satisfied or waived;
provided, however, that the Purchaser will not be required to extend the Offer
pursuant to this sentence beyond February 2, 2001. Any such extension will be
followed by a public announcement thereof no later than 9:00 a.m., Eastern time,
on the next business day after the previously scheduled Expiration Date. During
any such extension, all Shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the right of a tendering shareholder to
withdraw such shareholder's Shares.
Except as otherwise provided below, tenders of Shares are irrevocable.
Shares tendered pursuant to the Offer may be withdrawn pursuant to the
procedures set forth below at any time prior to the Expiration Date and, unless
theretofore accepted for payment and paid for by the Purchaser pursuant to the
Offer, may also be withdrawn at any time after January 15, 2001, unless, as
described below, such Shares are tendered during a Subsequent Offering Period
(as defined below). For a 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 of the Offer to Purchase and
must specify the name of the person having tendered the Shares to be withdrawn,
the number of Shares to be withdrawn and the name of the registered holder of
the Shares to be withdrawn, if different from the name of the person who
tendered the Shares. If certificates for Shares have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must be submitted to
the Depositary and, unless such Shares have been tendered by an Eligible
Institution (as defined in the Offer to Purchase), any and all signatures on the
notice of withdrawal must be guaranteed by an Eligible Institution. If Shares
have been delivered pursuant to the book-entry transfer procedures described in
Section 2 of the Offer to Purchase, any notice of withdrawal must also specify
the name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with the Book-Entry
Transfer Facility's procedures. Withdrawals of tenders of Shares may not be
rescinded, and any Shares properly withdrawn will thereafter be deemed not
validly tendered for purposes of the Offer. However, withdrawn shares may be
retendered by again following one of the procedures described in Section 2 of
the Offer to Purchase at any time prior to the Expiration Date. Under the Merger
Agreement and pursuant to Rule 14d-11 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), although the Purchaser does not currently
intend to do so, the Purchaser may, subject to certain conditions, elect to
provide a subsequent offering period of from three business days to
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<PAGE>
20 business days in length following the expiration of the Offer on the
Expiration Date and acceptance of the Shares for payment pursuant to the Offer
(a "Subsequent Offering Period"). During a Subsequent Offering Period, tendering
shareholders will not have withdrawal rights and the Purchaser will promptly
purchase and pay for any Shares tendered at the same price paid in the Offer.
See Section 1 of the Offer to Purchase. All questions as to the form and
validity (including time of receipt) of any notice of withdrawal will be
determined by the Purchaser, in its sole discretion, which determination will be
final and binding. None of Parent, the Purchaser, the Company, the Depositary,
the Information Agent, the Dealer Manager or any other person will be under any
duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification.
The Company has provided the Purchaser with the Company's shareholder
lists and security position listings for the purpose of disseminating the Offer
to holders of Shares. The Offer to Purchase, the related Letter of Transmittal
and other relevant materials will be mailed to record holders of Shares, and
will be furnished to brokers, dealers, banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the Company's
shareholder lists, 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 receipt of cash pursuant to the Offer or the Merger will be a
taxable transaction for U.S. federal income tax purposes under the Internal
Revenue Code of 1986, as amended, and may also be a taxable transaction under
applicable state, local or foreign tax laws. Generally, for U.S. federal income
tax purposes, a tendering shareholder will recognize gain or loss equal to the
difference between the amount of cash received by the shareholder as
consideration for Shares tendered by the shareholder and purchased pursuant to
the Offer or converted into cash in the Merger, as the case may be, and the
adjusted tax basis of such Shares. If tendered Shares are held by a tendering
shareholder as capital assets, gain or loss recognized by such shareholder will
be capital gain or loss, which will be long-term capital gain or loss if such
shareholder's holding period for the Shares exceeds one year. Shareholders are
urged to consult their own tax advisors to determine the particular tax
consequences (including the applicability and effect of any state, local or
foreign income and other tax laws) of the Offer and the Merger. For a more
complete description of certain U.S. federal income tax consequences of the
Offer and the Merger, see Section 5 of the Offer to Purchase.
The Purchaser expressly reserves the right to waive any condition to
the Offer or modify the terms of the Offer, subject to the terms of the Merger
Agreement, which contains certain conditions that may not be waived and
modifications that may not be made without the consent of the Company.
The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 of the General Rules and Regulations under the Exchange Act is contained
in the Offer to Purchase and is incorporated herein by reference.
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<PAGE>
The Offer to Purchase and Letter of Transmittal contain important
information and should be read carefully and in their entirety before any
decision is made with respect to the Offer.
Questions and requests for assistance may be directed to the
Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth below. Requests for copies of the Offer to Purchase,
the Letter of Transmittal and all other tender offer materials may be directed
to the Information Agent as set forth below, or from brokers, dealers, banks,
trust companies or other nominees. No fees or commissions will be payable to
brokers, dealers or other persons (other than the Dealer Manager, the
Information Agent and the Depositary) for soliciting tenders of Shares pursuant
to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL FREE: (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
MERRILL LYNCH & CO.
4 World Financial Center
New York, New York 10080
(212) 236-3790 (Call Collect)
November 17, 2000
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