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[MPD LETTERHEAD LOGO]
Dear Stockholder:
We are pleased to inform you that on October 12, 2000, Microwave Power
Devices, Inc. (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Ericsson Inc., a Delaware corporation ("Parent") and
Ericsson MPD Acquisition Corp., a Delaware corporation, its direct wholly owned
subsidiary ("Purchaser"), pursuant to which Purchaser has today commenced a
tender offer (the "Offer") to purchase all of the outstanding shares of common
stock, par value $.01 per share (the "Shares"), of the Company for $8.70 per
Share in cash (subject to applicable withholding taxes), without interest. Under
the terms of the Merger Agreement, following consummation of the Offer,
Purchaser will be merged with and into the Company (the "Merger" and, together
with the Offer, the "Transaction") and all Shares not purchased in the Offer
(other than Shares held in the treasury of the Company, and Shares held by
Parent, Purchaser or any direct or indirectly wholly owned subsidiary of the
Parent or of the Company, or Shares held by stockholders who have properly
exercised appraisal rights for such Shares in accordance with Section 262 of the
Delaware General Corporation Law) will be converted into the right to receive
$8.70 per Share in cash (subject to applicable withholding taxes), without
interest.
Your Board of Directors has unanimously determined that the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger, are fair to, and in the best interests of, the Company's stockholders
and approved the Merger Agreement and the transactions contemplated thereby,
including the Offer and the Merger. Your Board of Directors unanimously
recommends that the Company's stockholders accept the Offer and tender their
Shares in the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached
Solicitation/Recommendation Statement on Schedule 14D-9 that is being filed
today with the Securities and Exchange Commission. The Board of Directors has
received a written opinion, dated October 12, 2000, from CIBC World Markets
Corp. to the effect that, as of the date of such opinion and based upon and
subject to the certain matters stated in such opinion, the $8.70 per Share cash
consideration to be received in the Offer and the Merger, taken together, by the
holders of Shares (other than Parent and its affiliates) was fair, from a
financial point of view, to such holders.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated October 20, 2000, of Purchaser,
together with related materials, including a Letter of Transmittal to be used
for tendering your Shares. These documents set forth the terms and conditions of
the Offer and the Merger and provide instructions as to how to tender your
Shares. We urge you to read the enclosed materials carefully.
Sincerely,
/s/ XXXXXX XXXXX
Xxxxxx Xxxxx
Chairman, President and Chief
Executive Officer
October 20, 2000
