Pairgain Investor Update ? April 2000
Questions and Answers about the PairGain/ADC Merger
[This is an excerpt from the Form S-4 SEC filing by ADC. See the complete Form S-4 SEC filing from ADC and FreeEdgar Online.]
Why are we proposing to merge?
The merger will result in a combined company that is a leading supplier in the DSL broadband access market that can provide a complete offering of local loop access, transport and network management products based on HDSL, HDSL2, ADSL and SDSL technologies. The merger has many strategic benefits and synergies for the customers, employees and stockholders of both companies which will strengthen our combined teams of people to better assist our customers in meeting their goals of deploying competitive bundles of broadband communications services to consumers and businesses over high-speed network connections.
What will I receive in the merger?
If the merger is completed, you will receive 0.43 of a share of ADC common stock for each share of PairGain common stock you own. ADC will not issue fractional shares of common
stock. You will receive cash based on the closing market price of ADC common stock as of the last trading date prior to the effective date of the merger instead of any fractional share that you would otherwise receive. Following the consummation of the merger, PairGain's stockholders will no longer own any interest in PairGain.
In addition, each outstanding option to purchase a share of PairGain common stock will be assumed by ADC and converted into an option to purchase that number of whole shares of ADC common stock according to the same formula as the outstanding shares of PairGain common stock are converted to ADC common stock, rounded down to the nearest whole number of shares of ADC common stock, with the exercise price adjusted accordingly.
When and where will the special meeting take place?
The special meeting is scheduled to take place at 10:00 a.m. local time on [a yet to be determined date] at PairGain's executive offices located at 14402 Franklin Avenue, tustin, California.
What do I need to do now?
Mail your signed proxy card in the enclosed return envelope [which is expected to be mailed sometime in May, 2000] as soon as possible so that your shares may be represented at the special meeting [which has yet to be scheduled]. If your shares are held in "street name" by your broker, your broker will vote your shares only if you provide instructions on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without instructions, your shares will not be voted at the special meeting and it will have the same effect as voting against adoption of the merger agreement.
PairGain's board of directors unanimously recommends that PairGain stockholders vote FOR adoption of the merger agreement.
Can I change my vote after I have mailed my proxy?
You may change your vote by delivering a signed notice of revocation or a later-dated, signed proxy card to PairGain's corporate secretary before the special meeting, or by attending the special meeting and voting in person.
Should I send in my stock certificates now?
No. After we complete the merger, ADC will send instructions to you explaining how to exchange your shares of PairGain common stock for the appropriate number of shares of ADC common stock.
When do you expect to complete the merger?
We hope to complete the merger by the end of June 2000. Because the merger is subject to governmental approvals, however, we cannot predict the exact timing.
What are the tax consequences to me?
Your receipt of shares of ADC common stock that are delivered to you in consideration for the cancellation of your shares of PairGain common stock pursuant to the merger will not be taxable in the United States.
Who can I call with questions?
If you have any questions about the merger, please call PairGain Investor Relations at 714.730.2416. For additional information about ADC, please contact its Investors Relations' Department at 612.946.3630. |
