1
August 24,2000
Microwave Power Devices, Inc.
Ladies and Gentlemen:
In consideration of Telefonaktiebolaget X X Ericsson ("LME") continuing its
evaluation of a proposed transaction (the "Proposed Transaction") with Microwave
Power Devices, Inc. ("MPDI") and its devotion of resources thereto, from the
date of this letter agreement through the earlier of (i) the execution of a
definitive agreement regarding the Proposed Transaction and (ii) September 15,
2000 (the "Termination Date"), neither MPDI nor any of its affiliates, officers,
directors, employees, representatives or agents will (a) solicit, initiate,
knowingly encourage or accept any other inquiries, proposals or offers from any
Person (as defined below) (x) relating to any acquisition or purchase, directly
or indirectly, of all or any significant portion of MPDI or its assets or
properties (other than the sale of products of MPDI in the ordinary course of
business), (y) to enter into any merger, consolidation or other business
combination with MPDI, (z) to enter into any other extraordinary business
transaction involving or otherwise relating to MPDI, or (b) participate in any
discussions, conversations, negotiations or other communications with any other
Person regarding, or furnish to any other Person any information with respect
to, or otherwise cooperate in any way, assist or participate in, facilitate or
knowingly encourage any effort or attempt by any other Person to seek to do any
of the foregoing; provided, however, if MPDI receives an unsolicited proposal
prior to or on the Termination Date from any corporation, partnership or other
entity or group, MPDI may, to the extent its Special Committee of the Board of
Directors, after obtaining the advice of outside counsel, determines in its good
faith judgement that it is necessary to do so in order to fulfill its fiduciary
duties under applicable law, enter into discussions or transactions with or
provide information to such corporation, partnership or other entity or group.
MPDI shall immediately cease and cause to be terminated all existing
discussions, conversations, negotiations and other communications with any
Persons conducted heretofore with respect to any of the foregoing. MPDI shall
notify LME if any proposal or offer, or any inquiry or other contact with any
Person with respect to any of the foregoing, is made or received by it and
shall, in any such notice to LME, indicate in reasonable detail the identity of
the Person making such proposal, offer, inquiry or other contact and the terms
and conditions of such proposal, offer, inquiry or other contact.
As used in this letter agreement, "Person" means any individual, partnership,
limited liability company, firm, corporation, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.
2
This letter agreement shall be governed by and construed in accordance with the
laws of the State of New York.
From and after the Termination Date, this letter agreement shall be of no
further force and effect and no party hereto shall have any further liability or
obligation thereunder.
This letter agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, each of which shall be an original,
but when taken together shall constitute a single instrument.
Please indicate your acceptance by signing in the space provided below. We look
forward to working with you toward the completion of a mutually beneficial
transaction.
Very truly yours,
TELEFONAKTIEBOLAGET X X ERICSSON
By /s/ Xxxx Xxxxxxxx
------------------------------
Xxxx Xxxxxxxx
Vice President, Mergers and Acquisitions
Xxxxxx and accepted as of the date first written above:
MICROWAVE POWER DEVICES, INC.
By /S/ Xxxxxx Xxxxx
----------------------------------
Xxxxxx Xxxxx
Chairman, President and Chief Executive Officer
3
September 14, 2000
Microwave Power Devices, Inc.
Ladies and Gentlemen:
In consideration of Telefonaktiebolaget X X Ericsson ("LME") continuing its
evaluation of a proposed transaction (the "Proposed Transaction") with Microwave
Power Devices, Inc. ("MPDI") and its devotion of resources thereto, from the
date of this letter agreement through the earlier of (i) the execution of a
definitive agreement regarding the Proposed Transaction and (ii) September 29,
2000 (the "Termination Date"), neither MPDI nor any of its affiliates, officers,
directors, employees, representatives or agents will (a) solicit, initiate,
knowingly encourage or accept any other inquiries, proposals or offers from any
Person (as defined below) (x) relating to any acquisition or purchase, directly
or indirectly, of all or any significant portion of MPDI or its assets or
properties (other than the sale of products of MPDI in the ordinary course of
business), (y) to enter into any merger, consolidation or other business
combination with MPDI, (z) to enter into any other extraordinary business
transaction involving or otherwise relating to MPDI, or (b) participate in any
discussions, conversations, negotiations or other communications with any other
Person regarding, or furnish to any other Person any information with respect
to, or otherwise cooperate in any way, assist or participate in, facilitate or
knowingly encourage any effort or attempt by any other Person to seek to do any
of the foregoing; provided, however, if MPDI receives an unsolicited proposal
prior to or on the Termination Date from any corporation, partnership or other
entity or group, MPDI may, to the extent its Special Committee of the Board of
Directors, after obtaining the advice of outside counsel, determines in its good
faith judgement that it is necessary to do so in order to fulfill its fiduciary
duties under applicable law, enter into discussions or transactions with or
provide information to such corporation, partnership or other entity or group.
MPDI shall immediately cease and cause to be terminated all existing
discussions, conversations, negotiations and other communications with any
Persons conducted heretofore with respect to any of the foregoing. MPDI shall
notify LME if any proposal or offer, or any inquiry or other contact with any
Person with respect to any of the foregoing, is made or received by it and
shall, in any such notice to LME, indicate in reasonable detail the identity of
the Person making such proposal, offer, inquiry or other contact and the terms
and conditions of such proposal, offer, inquiry or other contact.
As used in this letter agreement, "Person" means any individual, partnership,
limited liability company, firm, corporation, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.
4
This letter agreement shall be governed by and construed in accordance with the
laws of the State of New York.
From and after the Termination Date, this letter agreement shall be of no
further force and effect and no party hereto shall have any further liability or
obligation thereunder.
This letter agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, each of which shall be an original,
but when taken together shall constitute a single instrument.
Please indicate your acceptance by signing in the space provided below. We look
forward to working with you toward the completion of a mutually beneficial
transaction.
Very truly yours,
TELEFONAKTIEBOLAGET X X ERICSSON
By /s/ Xxxx Xxxxxxxx
------------------------------
Xxxx Xxxxxxxx
Vice President, Mergers and Acquisitions
Xxxxxx and accepted as of the date first written above:
MICROWAVE POWER DEVICES, INC.
By /s/ Xxxxxx Xxxxx
----------------------------------
Xxxxxx Xxxxx
Chairman, President and Chief Executive Officer
5
October 4, 2000
Microwave Power Devices, Inc.
Ladies and Gentlemen:
In consideration of Telefonaktiebolaget X X Ericsson ("LME") continuing its
evaluation of a proposed transaction (the "Proposed Transaction") with Microwave
Power Devices, Inc. ("MPDI") and its devotion of resources thereto, from the
date of this letter agreement through the earlier of (i) the execution of a
definitive agreement regarding the Proposed Transaction and (ii) October 13,
2000 (the "Termination Date"), neither MPDI nor any of its affiliates, officers,
directors, employees, representatives or agents will (a) solicit, initiate,
knowingly encourage or accept any other inquiries, proposals or offers from any
Person (as defined below) (x) relating to any acquisition or purchase, directly
or indirectly, of all or any significant portion of MPDI or its assets or
properties (other than the sale of products of MPDI in the ordinary course of
business), (y) to enter into any merger, consolidation or other business
combination with MPDI, (z) to enter into any other extraordinary business
transaction involving or otherwise relating to MPDI, or (b) participate in any
discussions, conversations, negotiations or other communications with any other
Person regarding, or furnish to any other Person any information with respect
to, or otherwise cooperate in any way, assist or participate in, facilitate or
knowingly encourage any effort or attempt by any other Person to seek to do any
of the foregoing; provided, however, if MPDI receives an unsolicited proposal
prior to or on the Termination Date from any corporation, partnership or other
entity or group, MPDI may, to the extent its Special Committee of the Board of
Directors, after obtaining the advice of outside counsel, determines in its good
faith judgement that it is necessary to do so in order to fulfill its fiduciary
duties under applicable law, enter into discussions or transactions with or
provide information to such corporation, partnership or other entity or group.
MPDI shall immediately cease and cause to be terminated all existing
discussions, conversations, negotiations and other communications with any
Persons conducted heretofore with respect to any of the foregoing. MPDI shall
notify LME if any proposal or offer, or any inquiry or other contact with any
Person with respect to any of the foregoing, is made or received by it and
shall, in any such notice to LME, indicate in reasonable detail the identity of
the Person making such proposal, offer, inquiry or other contact and the terms
and conditions of such proposal, offer, inquiry or other contact.
As used in this letter agreement, "Person" means any individual, partnership,
limited liability company, firm, corporation, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of
1934, as amended.
6
This letter agreement shall be governed by and construed in accordance with the
laws of the State of New York.
From and after the Termination Date, this letter agreement shall be of no
further force and effect and no party hereto shall have any further liability
or obligation thereunder.
This letter agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, each of which shall be an original,
but when taken together shall constitute a single instrument.
Please indicate your acceptance by signing in the space provided below. We look
forward to working with you toward the completion of a mutually beneficial
transaction.
Very truly yours,
TELEFONAKTIEBOLAGET X X ERICSSON
By /s/ Xxxx Xxxxxxxx
.................................
Xxxx Xxxxxxxx
Vice President, Xxxxxxx and Acquisitions
Xxxxxx and accepted as of the date first written above;
MICROWAVE POWER DEVICES, INC.
By /s/ Xxxxxx Xxxxx
.................................
Xxxxxx Xxxxx
Chairman, President and Chief Executive Officer
