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EXHIBIT (a)(2)
[LOGO OBJECTIVE SYSTEMS]
December 6, 2000
Dear Stockholder:
We are pleased to inform you that on November 24, 2000, Objective Systems
Integrators, Inc. (the "Company") entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Agilent Technologies, Inc., a Delaware
corporation ("Agilent"), and Tahoe Acquisition Corp., a wholly-owned subsidiary
of Agilent ("Merger Sub"). The Merger Agreement provides for the acquisition of
the Company by Agilent through Merger Sub at a price of $17.75 per share of the
Company's Common Stock ("Common Stock").
Under the terms of the Merger Agreement, Merger Sub is commencing today a
tender offer to purchase all outstanding shares of Common Stock at a price of
$17.75 per share, net to tendering stockholders in cash, without interest. The
tender offer is currently scheduled to expire at 12:00 o'clock midnight, New
York time, on January 4, 2001. Following the successful completion of the
tender offer, Merger Sub will be merged into the Company and all shares of
Common Stock not purchased in the tender offer (other than shares held by
dissenting shareholders, if applicable) will be converted into the right to
receive in cash the same price per share as paid in the tender offer.
Upon the recommendation of a special committee of non-management directors
(the "Special Committee") not affiliated with Agilent or Merger Sub, your board
of directors (the "Board") has considered and unanimously approved the Merger
Agreement, the tender offer and the merger and has determined that the tender
offer and the merger are fair to and in the best interests of the holders of
Common Stock. Accordingly, the Board recommends that you accept the tender
offer and tender your Common Stock to Merger Sub pursuant to the tender offer.
In arriving at its recommendation, the Board gave careful consideration to a
number of factors that are described in the enclosed Schedule 14D-9, including,
among other things, the opinion of Gerard Klauer Mattison & Co., Inc. to the
effect that the consideration to be received in the tender offer and the merger
is fair to holders of Common Stock from a financial point of view, as of the
date of that opinion.
Also accompanying this letter is a copy of Merger Sub's Offer to Purchase
and related materials, including a letter of transmittal for use in tendering
your shares. These documents set forth the terms and conditions of Merger Sub's
tender offer and provide instructions as to how to tender your shares. We urge
you to read each of the enclosed materials carefully.
Very truly yours,
/s/ TOM L. JOHNSON
Tom L. Johnson
Co-Chairman and Co-Chief Executive
Officer
/s/ Richard G. Vento
Richard G. Vento,
Co-Chairman and Co-Chief Executive
Officer
