Paradigm 20 August 1998
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PLEASE READ THIS BEFORE DISCARDING!!!
Dear Valued Shareholder:
You are receiving this letter, and another proxy card, because you are shown as
the owner of record of Paradigm Technology common stock June 19, 1998. Our
records show that as of August 17, 1998 your vote had not yet been cast or
confirmed on the pending merger between Paradigm and IXYS.
Only the holders of common stock of Paradigm on June 19, 1998 are eligible to
vote on the issue of the merger with IXYS Corporation. Regardless of the number
of preferred shares held by the preferred shareholders- they cannot vote those
shares unless they had converted to common stock prior to that date. Even if you
have since sold your shares, we still need your vote and ask that you take the
time to vote FOR all the items on the ballot.
YOUR VOTE ON THIS MERGER COUNTS AND VOTING IS THE ONLY WAY TO RETAIN ANY
SHAREHOLDER VALUE.
Brokers hold about 93% of Paradigm's stock in street name. This means that
reaching everyone and assuring that the absolute majority is reached on the
change of control propositions on the merger will be very difficult. Since this
letter has actually reached you, a shareholder of record, please take the time
to read this note and to vote your shares.
You may be aware that we've had to adjourn the shareholder meeting twice due to
insufficient voting. The shareholder meeting is now scheduled to reconvene on
August 25, 1998 at Paradigm's headquarters in Milpitas. Since it is unlikely
that we will achieve the absolute majority by that date- PLEASE VOTE YOUR SHARES
REGARDLESS OF THE DATE YOU RECEIVE THIS LETTER. We will have the option to
adjourn the meeting once again if insufficient votes are received.
The original proxy document was very complex and long. Simply put, the critical
issues in front of you are:
- - Issue sufficient Paradigm share to IXYS shareholders as part of the merger
agreement (proposals 1 and 3). Paradigm will issue shares to IXYS resulting
in a valuation of one hundred and fifty million dollars based on the 10 day
closing average fixed on July 31, 1998 of approximately 83.4 cents per
share.
- - Implement a reverse split which is necessary to keep the price of the
stock in the listable range, so that the combined company may be listed on
NASDAQ, which is a necessary condition of the merger (proposal 2).
- There has been a great deal of concern on this reverse split based on
the market response to the previous reverse split in May. That split
was necessary to maintain our listing
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within the criteria of the NASDAQ small cap. Maintaining that listing
is a necessary part of the merger.
- - Once the merger is consummated the name of the company will be changed
from Paradigm to IXYS. (proposal 4)
There are good reasons for both Paradigm and IXYS to consummate this merger
relative to growing the business for both companies. From Paradigm's side, as
clearly stated in the Registration Statement on Form S4 filed and deemed
effective (and originally mailed to each shareholder of record), on page 19,
regarding the risks relating to the business of Paradigm-
"Paradigm's recent operations have consumed substantial amounts of cash
and have generated net losses. Paradigm believes that it will require
additional cash infusions. . . There can be no assurance that
additional financing . . . will be on terms acceptable to Paradigm."
On page 102-103 covering alternatives:
"Paradigm's independent accountant's opinion on Paradigm's December 31,
1997 financial statements includes an explanatory paragraph indicating
that these matters raise a substantial doubt about Paradigm's ability
to continue as a growing concern."
"Management's plans for Paradigm's continued existence is to consummate
the pending merger with IXYS Corporation."
THE MERGER IS IN FACT THE ONLY ALTERNATIVE THAT IS OPEN TO RETAIN ANY
SHAREHOLDER VALUE. IF THE MERGER WITH IXYS DOES NOT OCCUR PARADIGM WILL HAVE
LITTLE EFFECTIVE RECOURSE OTHER THAN LIQUIDATION.
To save you time and effort we are offering a convenient way to vote your shares
by phone or by the Internet if your broker permits. Simply call the toll-free
number on the top of the voting form or alternatively, please sign and date the
card and mail it back today.
Your vote counts. I sincerely hope that this communication clearly conveys
Paradigm's position on the merger, and perhaps makes a very confusing situation
clearer.
Urgently,
/s/ Richard M. Morley
Richard M. Morley
Acting President and CEO
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