MINRAD LETTERHEAD]
EXHIBIT 99.1
[MINRAD LETTERHEAD]
TO: All Employees of Minrad International, Inc. and Minrad, Inc.
FROM: Xxxxxxx Xxxxx, Treasurer and Vice President
DATE: January ___, 2009
Minrad has entered into a merger agreement with Piramal Healthcare, Inc., Mayflower
Acquisition Corp. and Piramal Healthcare Ltd. in which Piramal will acquire Minrad. The
stockholders of Minrad must approve the merger agreement prior to it being closed. If the merger
closes, stockholders of Minrad will receive $0.12 for each share of Company common stock which such
stockholder owns.
As you know, you have options to acquire shares of Minrad common stock. All of your options
have an exercise price that is greater than $0.12 per share. Because the exercise price of your
options is greater than $0.12 per share, we are asking that you agree to terminate all of your
options effective on the closing of the merger. If the merger were not to occur for any reason,
your options would remain in place and unmodified.
We are requesting that you sign the attached agreement terminating your options and return it
to the undersigned. If you have any questions, please contact me.
IMPORTANT INFORMATION
In connection with the proposed merger, Minrad International, Inc. intends to file a proxy
statement and related materials concerning the transaction with the U.S. Securities and Exchange
Commission, or SEC. THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER
AND SHAREHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE. When available,
Minrad International will mail the proxy statement and related materials to its shareholders. When
filed with the SEC, the proxy statement and related materials will be available for free (along
with any other document and reports filed by Minrad International with the SEC) at the SEC’s
website, xxxx://xxx.xxx.xxx, and at the Minrad International website, xxxx://xxx.xxxxxx.xxx.
Minrad International and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from Minrad International shareholders in connection with the proposed
merger. Certain information regarding the participants and their interests in the solicitation is
set forth in the proxy statement for Minrad International’s 2008 annual meeting of shareholders
filed with the SEC on April 21, 2008, and a Form 10-KSB/A filed by Minrad International with the
SEC on April 21, 2008, both of which are available free of charge from the SEC and Minrad
International at their web sites as indicated above. Information regarding the interests of these
persons in the solicitation will be more specifically set forth in the proxy statement concerning
the proposed merger that will be filed by Minrad International with the SEC and which will be
available free of charge from the Minrad International and the SEC at their websites, as indicated
above.
AGREEMENT TO TERMINATE OPTIONS
This Agreement to Terminate Options is made between Minrad International, Inc. (the
“Company”), a Delaware corporation and (“Employee”) as of January
___, 2009.
WHEREAS, the Employee holds options to acquire common stock of the Company (the “Options”);
WHEREAS, the Company has entered into a merger agreement with Piramal Healthcare, Inc.,
Mayflower Acquisition Corp. (the “Acquiror”) and Piramal Healthcare Ltd. dated as of December 22,
2008 pursuant to which Acquiror (the “Merger”) will merge with and into the Company and each
stockholder of the Company will be entitled to receive $0.12 for each share of Company common stock
which such stockholder owns (the “Merger Price”).
WHEREAS, the exercise prices of the Employee’s options are greater than the Merger Price; and
WHEREAS, inasmuch as the exercise price of the Employee’s options are less than the Merger
Price, the Company has requested and the Employee has agreed to terminate the Options.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Effective upon the consummation of the Merger, all Options owned by the Employee shall be
terminated and of no further force and effect, and the Employee shall have no right to acquire
equity in the Company pursuant to any Options or any option plan of the Company.
2. This Agreement may be executed in any number of counterparts and by any of the parties on
separate counterparts, all of which together shall constitute one and the same instrument. This
Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile
machine or email, shall be considered to have the same binding legal effect as if it were the
original signed version thereof delivered in person.
| COMPANY: | ||||
| MINRAD INTERNATIONAL, INC. | ||||
| Name: Xxxxxxx Xxxxx | ||||
| Title: Vice President & Treasurer | ||||
| EMPLOYEE: | ||||
