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EXHIBIT (a)(1)(H)
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 SOLELY
BY THE OFFER TO PURCHASE, DATED JANUARY 29, 2001, AND THE RELATED LETTER OF
TRANSMITTAL, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND IS NOT BEING MADE TO
(NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SHARES IN ANY
JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD
NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS
WHERE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF ESR
ACQUISITION CORPORATION BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED
UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
XIRCOM, INC.
AT
$25 NET PER SHARE
BY
ESR ACQUISITION CORPORATION
A DIRECT WHOLLY-OWNED SUBSIDIARY OF INTEL CORPORATION
ESR Acquisition Corporation, a Delaware corporation ("Purchaser") and
direct wholly-owned subsidiary of Intel Corporation, a Delaware corporation
("Intel"), is offering to purchase any and all outstanding shares of common
stock, par value $0.001 per share (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, and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
FRIDAY, MARCH 2, 2001, UNLESS EXTENDED. SHARES WHICH ARE TENDERED PURSUANT TO
THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Offer is conditioned upon, among other things, the satisfaction or
waiver of certain conditions to the obligations of Purchaser, Intel and the
Company, including (i) there being validly tendered and not withdrawn, or
otherwise beneficially owned by Intel or Purchaser, prior to the expiration of
the Offer such number of Shares that would constitute at least a majority of the
outstanding Shares on a fully diluted basis (including for purposes of the Offer
all Shares issuable upon exercise of all vested Company stock options and
unvested Company stock options that vest, or upon consummation of the Offer will
vest, prior to May 15, 2001) (the "Minimum Condition"), (ii) the receipt by
Purchaser, Intel and the Company of certain governmental and regulatory
approvals set forth in the Offer to Purchase, and (iii) compliance by the
Company with certain financial and business criteria. The Offer is not
conditioned on obtaining financing.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of January 15, 2001 (the "Merger Agreement"), by and among Intel, Purchaser
and the Company pursuant to which, as soon as practicable following the
consummation of the Offer and satisfaction or waiver of all conditions to the
Merger (as defined below), Purchaser will be merged with and into the Company
and the Company will become a wholly-owned subsidiary of Intel (the "Merger").
On the effective date of the Merger, each outstanding Share (except for Shares
owned by the Company, Intel or Purchaser, or any subsidiary of Intel, and Shares
held by dissenting shareholders exercising their appraisal rights under the
California Corporations Code, to the extent such rights apply) will be cancelled
and extinguished and converted into the right to receive $25 in cash (or any
greater amount per Share paid pursuant to the Offer), without interest.
According to the Company, as of January 12, 2001, there were issued and
outstanding 29,921,232 shares and options to acquire approximately 7,760,624
shares. Intel and Purchaser have entered into a Tender and Voting Agreement with
one of the
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shareholders of the Company (the "Tendering Shareholder") who beneficially owns
674,333 Shares, representing approximately 2.3% of the issued and outstanding
Shares. Pursuant to this Tender and Voting Agreement, the Tendering Shareholder
has agreed, provided the Merger Agreement has not been terminated, to tender to
Purchaser substantially all Shares beneficially owned by such Tendering
Shareholder and vote such Shares in favor of approval of the Merger Agreement
and the transactions contemplated thereby. In addition, Intel currently holds
1,868,530, or approximately 6.2%, of the issued and outstanding Shares.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER AND THE
MERGER AND DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE AT A PRICE
AND ON TERMS THAT ARE ADEQUATE AND ARE OTHERWISE IN THE BEST INTERESTS OF THE
COMPANY AND ITS SHAREHOLDERS AND RESOLVED TO RECOMMEND THAT SHAREHOLDERS OF THE
COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES.
For purposes of the Offer, Purchaser shall be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered to Purchaser and not
properly withdrawn as, if and when Purchaser gives oral or written notice to
Citibank, N.A., as depositary (in such capacity, the "Depositary"), of
Purchaser's acceptance for payment of such Shares. Upon the terms and subject to
the conditions of the Offer, payment for Shares purchased 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 shareholders for the purpose of
receiving payment from Purchaser and transmitting such payment to tendering
shareholders whose Shares have been accepted for payment. In all cases, payment
for Shares purchased pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) certificates for such Shares or timely
confirmation of book-entry transfer of such Shares 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, (ii) a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees, or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase) and (iii) any
other documents required by the Letter of Transmittal. Under no circumstance
will interest be paid by Purchaser on the purchase price of the Shares accepted
for payment, regardless of any extension of the Offer or any delay in making
such payment.
The term "Expiration Date" means 5:00 p.m., New York City time, on Friday,
March 2, 2001, unless and until Purchaser extends the period of time during
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest time and date on which the Offer, as so extended by Purchaser, shall
expire. Purchaser expressly reserves the right, subject to the terms of the
Merger Agreement, at any time or from time to time and regardless of whether or
not any of the events set forth in Section 18 of the Offer to Purchase shall
have occurred, to (i) extend the period of time during which the Offer is open
and thereby postpone acceptance for payment of any Shares by giving oral or
written notice of such extension to the Depositary, and (ii) amend the Offer in
any other respect permitted under the Merger Agreement by giving oral or written
notice of such amendment to the Depositary. Purchaser shall not have any
obligation to pay interest on the purchase price for tendered Shares, whether or
not Purchaser exercises its right to extend the Offer. Except as set forth in
the Merger Agreement, there can be no assurance that Purchaser will extend the
Offer. Any extension of the Offer will be followed by a public announcement
thereof no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. During any such extension, all
Shares previously tendered and not withdrawn will remain tendered, subject to
the right of a tendering shareholder to withdraw such shareholder's Shares.
Pursuant to Rule 14d-11 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), Purchaser may, subject to certain conditions,
include a subsequent offering period following the expiration of the Offer on
the Expiration Date (a "Subsequent Offering Period"). Rule 14d-11 provides,
among other things, that in order to provide a Subsequent Offering Period,
Purchaser must accept and promptly pay for all Shares tendered during the Offer,
and Purchaser must accept and promptly pay for Shares as they are tendered in
the Subsequent Offering Period. Shareholders will not have withdrawal rights
during a Subsequent Offering Period. Purchaser does not currently intend to
provide a Subsequent Offering Period, although it has reserved the right to do
so in the Merger Agreement. If Purchaser elects to provide a Subsequent Offering
Period, it will publicly announce its decision in a manner reasonably calculated
to inform shareholders sufficiently in advance of the Expiration Date.
Pursuant to the Merger Agreement, Purchaser may make any changes in the
terms and conditions of the Offer, provided that, unless previously approved by
the Company in writing, Purchaser may not (i) decrease the offer price,
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(ii) change the form of consideration payable in the Offer, (iii) reduce the
maximum number of Shares to be purchased in the Offer, (iv) add additional
conditions to the Offer, (v) amend the conditions to the Offer to broaden their
scope, (vi) extend the Offer except as permitted by the terms of the Merger
Agreement, (vii) amend the Minimum Condition or (viii) amend any other term of
the Offer in a manner adverse to the holders of the Shares.
The receipt by a shareholder of cash for Shares pursuant to the Offer and
the Merger will be a taxable transaction for United States federal income tax
purposes, and may also be a taxable transaction under applicable state, local or
foreign tax laws. All shareholders are urged to consult with their own tax
advisors as to the particular tax consequences to them of the Offer and the
Merger.
Except as otherwise provided below, tenders of Shares made pursuant to the
Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at
any time on or prior to the Expiration Date and, unless theretofore accepted for
payment pursuant to the Offer, may also be withdrawn at any time after March 30,
2001. For a withdrawal to be effective, a written, telegraphic 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 and
must specify the name of the person having tendered the Shares to be withdrawn,
the number of Shares to be withdrawn and the name of the registered holder of
the Shares to be withdrawn, if different from the name of the person who
tendered the Shares. If certificates evidencing Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such certificates, the serial numbers shown on such certificates must
be submitted to the Depositary and, unless the Shares have been tendered by an
Eligible Institution (as defined in Section 2 of the Offer to Purchase), the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution. If Shares have been delivered pursuant to the procedures for
book-entry transfer as set forth in Section 2 of the Offer to Purchase, any
notice of withdrawal must also specify the name and number of the account at the
appropriate Book-Entry Transfer Facility to be credited with the withdrawn
Shares and otherwise comply with such Book-Entry Transfer Facility's procedures.
Withdrawal of tendered Shares may not be rescinded, and any Shares properly
withdrawn will thereafter be deemed not validly tendered for the purposes of the
Offer. However, withdrawn Shares may be retendered by again following one of the
procedures described in Section 2 of the Offer to Purchase at any time prior to
the Expiration Date.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by Purchaser, in its sole discretion,
whose determination will be final and binding on all parties.
The Offer to Purchase and the related Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares and furnished to
brokers, dealers, banks, trust companies and similar persons whose names, or the
names of whose nominees, appear on the Company's shareholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of Shares. The
information required to be disclosed by paragraph (d)(1) of Rule 14d-6 under the
Exchange Act is contained in the Offer to Purchase and is incorporated herein by
reference.
THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
Requests for copies of the Offer to Purchase, the Letter of Transmittal and
all other tender offer materials may be directed to the Information Agent, as
set forth below, and copies will be furnished promptly at Purchaser's expense.
Questions or requests for assistance may be directed to the Information Agent.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street, 20th Floor
New York, New York 10005
Call Collect: (212) 269-5550
Call Toll-Free: (800) 628-8528
January 29, 2001
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