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Exhibit 99(a)(1)
[LOGO]
June 5, 2000
To Our Shareholders:
On behalf of the Board of Directors of Summit Autonomous Inc. (the
"Company"), I am pleased to inform you that on May 26, 2000, the Company entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Alcon
Holdings Inc. ("Alcon") and its subsidiary, Alcon Acquisition Corp. (the
"Purchaser"). Pursuant to the Merger Agreement, the Purchaser has today
commenced a cash tender offer (the "Offer") to purchase all of the outstanding
shares of Common Stock of the Company at $19.00 per share, net to the seller in
cash, subject to the terms and conditions in the Offer to Purchase accompanying
this letter.
The Offer will be followed by a merger (the "Merger") in which any remaining
shares of Common Stock of the Company (except for any shares owned by Alcon, the
Purchaser, the Company, or any subsidiary of Alcon or the Company, or as to
which the holder has properly exercised dissenters' rights of appraisal) will be
converted into the right to receive $19.00 in cash, without interest.
YOUR BOARD OF DIRECTORS (BY THE UNANIMOUS VOTE OF ALL DIRECTORS) HAS
DETERMINED THAT THE OFFER AND MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF,
THE COMPANY AND ITS SHAREHOLDERS AND HAS APPROVED THE MERGER AGREEMENT, THE
OFFER AND THE MERGER. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO
THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission, including the
opinion of Chase Securities Inc., the Company's financial advisor in connection
with the Offer and the Merger, to the Board of Directors of the Company, to the
effect that, as of May 26, 2000, the consideration to be received by the
shareholders in the Offer and the Merger was fair to such shareholders from a
financial point of view.
In addition to the attached Schedule 14D-9, also enclosed is the Offer to
Purchase together with related materials, including a Letter of Transmittal to
be used for tendering your shares in the Offer. These documents state the terms
and conditions of the Offer and the Merger and provide instructions as to how to
tender your shares. We urge you to read these documents carefully in making your
decision with respect to tendering your shares pursuant to the Offer.
On behalf of the Board of Directors,
/s/ Robert J. Palmisano
Robert J. Palmisano
President and Chief Executive Officer
21 Hickory Drive - Waltham, Massachusetts 02451 - Telephone: 781.890.1234
