Dear Stockholder:
Exhibit (a)(2)(A)
December 3,
2008
Dear Stockholder:
We are pleased to inform you that on November 25, 2008,
Memory Pharmaceuticals Corp. (“Memory”) entered
into an Agreement and Plan of Merger (the “Merger
Agreement”) with
Xxxxxxxx-Xx Xxxxx
Inc., a New Jersey corporation (“Roche”), and
900 North Point Acquisition Corporation, a Delaware corporation
(“Merger Sub”) and a wholly-owned subsidiary of
Roche.
Pursuant to the Merger Agreement, Merger Sub is commencing today
a cash tender offer to purchase all of the outstanding shares of
the common stock of Memory (the“Common Stock”)
at a purchase price of $0.61 per share, net to the seller in
cash without interest, and subject to any required withholding
taxes and to terms and conditions set forth in Merger Sub’s
Offer to Purchase and related materials. Unless subsequently
extended, the Offer and associated withdrawal rights expire at
12:00 Midnight, New York City time, at the end of Wednesday,
December 31, 2008.
Following the successful completion of the cash tender offer,
Merger Sub will be merged with and into Memory, with Memory
being the surviving corporation (the “Merger”). At the
effective time of the Merger, each share of Common Stock (other
than shares owned by Parent, Merger Sub or any subsidiary of
Parent or Memory or shares of Common Stock held in treasury of
Memory or by any stockholder of Memory who is entitled to and
properly exercises appraisal rights under the Delaware General
Corporate Law) will be converted into the right to receive cash
equal to the price per share of Common Stock paid in the tender
offer without interest and less any required withholding taxes,
and all the shares of Common Stock shall cease to be
outstanding, shall automatically be cancelled and shall cease to
exist.
The Company’s board of directors has determined that the
Merger Agreement and the transactions contemplated thereby are
fair and to the best interests of Memory’s stockholders,
approved and declared advisable the Merger Agreement and the
transactions contemplated by the Merger Agreement and recommends
acceptance of the Offer and adoption of the Merger Agreement by
the stockholders of Memory. Accordingly, the board of directors
recommends that you accept the tender offer, tender your shares
of Common Stock to Merger Sub pursuant to the tender offer and,
if necessary, vote to adopt the Merger Agreement.
In arriving at its recommendations, the Company’s board of
directors gave careful consideration to a number of factors that
are described in the enclosed
Schedule 14D-9.
Also accompanying this letter is Xxxxxx Sub’s Offer to
Purchase and related materials (including a letter of
transmittal for use in tendering your shares of Common Stock),
which set forth the terms and conditions of Merger Sub’s
tender offer and provide instructions as to how to tender your
shares. We urge you to read each of the enclosed materials
carefully.
Very truly yours,
Xxxxxx Xxxxxxx
Chief Executive Officer of Memory Pharmaceuticals Corp.
Chief Executive Officer of Memory Pharmaceuticals Corp.
