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EXHIBIT (a)(7)
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
only by the Offer to Purchase, dated December 6, 2000, and the related Letter
of Transmittal and any amendments or supplements thereto, and is being made to
all holders of Shares. The Offer will not be made to (and tenders will not be
accepted from or on behalf of) tendering holders of Shares in any jurisdiction
where the making of the Offer is prohibited by administrative or judicial
action pursuant to any state statute.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock of
Objective Systems Integrators, Inc.
at
$17.75 Net Per Share
by
Tahoe Acquisition Corp.
a wholly owned subsidiary of
Agilent Technologies, Inc.
Tahoe Acquisition Corp., a Delaware corporation ("Merger Sub") and a wholly
owned subsidiary of Agilent Technologies, Inc., a Delaware corporation
("Parent"), hereby offers to purchase all of the outstanding shares of Common
Stock, $0.001 par value (the "Common Stock" or "Shares"), of Objective Systems
Integrators, Inc., a Delaware corporation (the "Company"), at $17.75 per Share
in cash, net to the seller (the "Offer Price"), upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated December 6, 2000 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which together
constitute the "Offer"). Following the Offer, Merger Sub intends to effect the
Merger (as described below).
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JANUARY 4, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn by the Expiration Date (as defined below) (A) a
majority of Shares on a fully-diluted basis, including for purposes of such
calculation all Shares issuable upon exercise of all vested Company Stock
Options (as defined in the Merger Agreement) and unvested Company Stock
Options that vest prior to January 31, 2001 (but excluding any Shares held by
the Company or any of its subsidiaries) and (B) a majority of those Shares not
held by persons who have executed a Tender and Voting Agreement be validly
tendered (but excluding any Shares held by Parent, Merger Sub or their
respective affiliates). The Offer is also subject to the other conditions set
forth in the Offer to Purchase. See Section 13 of the Offer to Purchase.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of November 24, 2000 (the "Merger Agreement"), by and among the Company,
Parent, and Merger Sub. The purpose of the Offer is for Parent, indirectly
through Merger Sub, to acquire a majority voting interest in the Company as
the first step in a business combination. The Merger Agreement provides that,
among other things, Merger Sub will make the Offer and that simultaneously
with or as soon as practicable after the expiration of the Offer, receipt of
any required approval by the Company's stockholders of the Merger Agreement
and the satisfaction or waiver of the other conditions set forth in the Merger
Agreement, Merger Sub will be merged with and into the Company, and the
Company will survive and become a 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 owned
by Parent, Merger Sub or any other subsidiary of Parent or Shares which are
held by stockholders exercising dissenters' rights pursuant to Section 262 of
the Delaware General Corporation Law (the "DGCL")) will be canceled, retired
and cease to exist and converted into the right to receive, without interest,
an amount in cash equal to $17.75 per Share or such greater amount as may be
paid in the Offer.
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Certain stockholders of the Company have entered into a Tender and Voting
Agreement with Parent and Merger Sub. Pursuant to this agreement stockholders
who control approximately 20,360,546 Shares have granted Parent an irrevocable
Proxy to vote in favor of the Merger and against any competing proposal. These
stockholders have also agreed to tender these shares pursuant to the Offer.
THE BOARD OF DIRECTORS OF THE COMPANY, BY A UNANIMOUS VOTE OF ITS DIRECTORS
AT A MEETING OF THE BOARD OF DIRECTORS HELD ON NOVEMBER 24, 2000, DETERMINED
THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST
INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY, APPROVED THE MERGER AND THE
OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND APPROVED THE
MERGER AGREEMENT. THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES IN THE OFFER.
For purposes of the Offer, Merger Sub will be deemed to have accepted for
payment Shares validly tendered and not withdrawn as, if and when Merger Sub
gives oral or written notice to the Depositary of its acceptance for payment
of such Shares pursuant to the Offer. Payment for any 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 the tendering
stockholders for the purpose of receiving payments from Merger Sub and
transmitting such payments to the tendering stockholders.
UNDER NO CIRCUMSTANCES WILL INTEREST ON THE OFFER PRICE FOR THE SHARES BE
PAID, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH
PAYMENT.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depository of (i) certificates
for such Shares (or a timely Book-Entry Confirmation (as defined in Section 3
of the Offer to Purchase) with respect thereto), (ii) a Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, with any
required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message (as defined in Section 3 of the Offer to Purchase), and (iii)
any other documents required by the Letter of Transmittal. Subject to the
terms of the Merger Agreement and the applicable rules and regulations of the
Securities Exchange Commission, Merger Sub expressly reserves the right, in
its sole discretion, at any time or from time to time, to extend the period of
time during which the Offer is open 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, with such announcement to be
issued 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 remain subject to
the Offer, subject to the right of a tendering stockholder to withdraw such
stockholder's shares.
Tenders of the Shares made pursuant to the Offer are irrevocable except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date and, unless theretofore accepted for payment by Merger Sub
pursuant to the Offer, may also be withdrawn at any time after February 4,
2001.
For a withdrawal to be effective, a written, telegraphic, telex 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. Any
such notice of withdrawal must specify the name of the person having tendered
the Shares to be withdrawn, the number of the Shares to be withdrawn and the
names in which the certificate(s) evidencing the Shares to be withdrawn are
registered, if different from that of the person who tendered such Shares. 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 procedures for book-entry tender 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
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credited with the withdrawn Shares. If certificates for the Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, the
name of the registered holder and the serial numbers of the particular
certificates evidencing the Shares to be withdrawn must also be furnished to
the Depositary as aforesaid prior to the physical release of such
certificates. All questions as to the form and validity (including time of
receipt) of any notice of withdrawal will be determined by Merger Sub, in its
sole discretion, which determination shall be final and binding. None of
Parent, Merger Sub, the Dealer Manager, the Depositary, the Information Agent,
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 such notification. Withdrawals of tendered Shares may not be
rescinded, and any Shares properly withdrawn will be deemed not to have been
validly tendered for purposes of the Offer. However, withdrawn Shares may be
retendered by following one of the procedures described in Section 3 of the
Offer to Purchase at any time prior to the Expiration Date.
If Merger Sub extends the Offer, is delayed in its acceptance for payment of
any Shares, or is unable to accept for payment any Shares pursuant to the
Offer, for any reason, then, without prejudice to Merger Sub's rights under
the Offer, the Depositary may, nevertheless, on behalf of Merger Sub, retain
tendered Shares, but such Shares may be withdrawn to the extent that tendering
stockholders are entitled to withdrawal rights as set forth in Section 4 of
the Offer to Purchase.
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.
The Company has provided Merger Sub with the Company's stockholder lists and
security position listings for the purpose of disseminating the Offer to
holders of the Shares. The Offer to Purchase, the related Letter of
Transmittal and other relevant materials will be mailed by Merger Sub to
record holders of the Shares and will be furnished by Merger Sub to brokers,
dealers, banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the stockholder lists or, if applicable, who are
listed as participants in a clearing agency's security position listing, for
subsequent transmittal to beneficial owners of the Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully 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 on the back cover of the Offer to Purchase. Requests for
copies of the Offer to Purchase, the Letter of Transmittal, the Notice of
Guaranteed Delivery and other tender offer materials may be directed to the
Information Agent. Stockholders may also contact their broker, dealer,
commercial bank, trust company or other nominee. Parent will not pay any fees
or commissions to any broker, dealer or other person for soliciting tenders of
Shares pursuant to the Offer (other than the Dealer Manager, the Depositary
and the Information Agent as described in the Offer to Purchase).
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The Information Agent for the Offer is:
The Information Agent for the Offer is:
[LOGO OF CORPORATE INVESTOR COMMUNICATIONS, INC.]
Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt, New Jersey 07072
Banks and Brokerage firms please call: (201) 896-1900
Stockholders please call toll-free 1-866-987-6245
The Dealer Manager for the Offer is:
MORGAN STANLEY DEAN WITTER
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
(650) 234-5795
December 6, 2000
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