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EXHIBIT (a)(1)(D)
D.F. KING & CO., INC.
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
XIRCOM, INC.
AT
$25 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 29, 2001
BY
ESR ACQUISITION CORPORATION
A DIRECT WHOLLY-OWNED SUBSIDIARY
OF
INTEL CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
FRIDAY, MARCH 2, 2001 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED.
January 29, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been engaged to act as Information Agent in connection with the
offer by ESR Acquisition Corporation, a Delaware corporation ("Purchaser") and
direct wholly-owned subsidiary of Intel Corporation, a Delaware corporation, to
purchase all outstanding shares of common stock, par value $0.001 per share
(collectively, the "Shares"), of Xircom, Inc., a California corporation (the
"Company"), at $25 per share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated January 29,
2001 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer").
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE SATISFACTION OR
WAIVER OF CERTAIN CONDITIONS TO THE OBLIGATIONS OF PURCHASER AND THE COMPANY TO
CONSUMMATE THE OFFER, INCLUDING (1) THERE BEING VALIDLY TENDERED BY THE
EXPIRATION DATE AND NOT WITHDRAWN, OR OTHERWISE BENEFICIALLY OWNED BY INTEL OR
PURCHASER, A NUMBER OF SHARES WHICH REPRESENTS AT LEAST 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 AND ALL UNVESTED
COMPANY STOCK OPTIONS THAT VEST, OR UPON CONSUMMATION OF THE OFFER WILL VEST,
PRIOR TO MAY 15, 2001), (2) RECEIPT BY PURCHASER AND THE COMPANY OF CERTAIN
GOVERNMENTAL AND REGULATORY APPROVALS, AND (3) COMPLIANCE BY THE COMPANY WITH
CERTAIN FINANCIAL AND BUSINESS CRITERIA.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee or who hold Shares
registered in their own names, we are enclosing the following documents:
1. Offer to Purchase dated January 29, 2001;
2. Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal may
be used to tender Shares;
3. Letter to Clients which may be sent to your clients for whose account
you hold Shares in your name or in the name of your nominee, with space provided
for obtaining such clients' instructions with regard to the Offer;
4. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or time will not permit
all required documents to reach the Depositary on or prior to the Expiration
Date or if the procedures for book-entry transfer, as set forth in the Offer to
Purchase, cannot be completed on a timely basis;
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5. The Letter to Shareholders of the Company from Dirk I. Gates, the
Chairman of the Board, President and Chief Executive Officer of the Company,
accompanied by the Company's Solicitation/Recommendation Statement on Schedule
14D-9.
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to Citibank, N.A., as Depositary.
Upon the terms and subject to the satisfaction or waiver (where applicable)
of the conditions of the Offer, Purchaser will purchase, by accepting for
payment, and will pay for, all Shares validly tendered on or prior to the
Expiration Date promptly after the Expiration Date. For purposes of the Offer,
Purchaser will be deemed to have accepted for payment, and thereby purchased,
tendered Shares if, as and when Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance of such Shares 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 (1) certificates for Shares or timely
confirmation of a book-entry transfer of such Shares, if such procedure is
available, into the Depositary's account at a Book-Entry Transfer Facility (as
defined in the Offer to Purchase) pursuant to the procedures set forth in
Section 2 of the Offer to Purchase, (2) the Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, or an Agent's Message (as
defined in the Offer to Purchase) and (3) any other documents required by the
Letter of Transmittal.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Depositary and the Information Agent as described
in the Offer to Purchase) in connection with the solicitation of tenders of
Shares pursuant to the Offer. However, Purchaser will, upon request, reimburse
you for customary mailing and handling expenses incurred by you in forwarding
the enclosed materials to your clients.
Purchaser will pay or cause to be paid any stock transfer taxes payable on
the transfer of Shares to it, except as otherwise provided in Instruction 6 of
the enclosed Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON FRIDAY, MARCH 2, 2001, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary and certificates representing the tendered Shares should be
delivered, or such Shares should be tendered by book-entry transfer, all in
accordance with the instructions set forth in the Letter of Transmittal and the
Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents prior to the expiration
of the Offer, a tender may be effected by following the guaranteed delivery
procedures specified under Section 2 in the Offer to Purchase.
Any inquires you may have with respect to the Offer or requests for
additional copies of the enclosed materials should be addressed to the
Information Agent at the address and telephone number set forth on the back
cover page of the enclosed Offer to Purchase.
Very truly yours,
D.F. King & Co., Inc.
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF PURCHASER, THE DEPOSITARY OR THE INFORMATION AGENT OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
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