Catapult Communications Corporation 160 South Whisman Road Mountain View, California 94041
Exhibit (a)(4)
May 26, 2009
Dear Stockholder:
We are pleased to inform you that on May 11, 2009, Catapult
Communications Corporation, a Nevada corporation (the
“Company”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Ixia, a
California corporation (“Ixia”) and Xxxxx Acquisition
Company, a Nevada corporation and wholly owned subsidiary of
Ixia (“Purchaser”), pursuant to which Purchaser is
today commencing a tender offer (the “Offer”) to
purchase all of the issued and outstanding shares of the
Company’s common stock for $9.25 per share in cash (the
“Offer Price”) without interest and less any required
withholding taxes. Unless subsequently extended, the tender
offer is scheduled to expire at 12:00 midnight, New York City
Time, June 22, 2009. The tender offer is conditioned upon,
among other things, the tender without withdrawal of shares of
the Company common stock, which, when added to any shares of the
Company’s common stock already owned by Ixia, Purchaser or
any of their subsidiaries, represents a majority of the total
number of outstanding shares of the Company’s common stock
calculated on a fully-diluted basis (but excluding any stock
options that are not exercisable or have an exercise price
greater than the Offer Price), the expiration or termination of
applicable waiting period under the
Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended, and the
satisfaction of other customary closing conditions as set forth
in the Merger Agreement. The tender offer is not subject to a
financing condition. The tender offer will be followed by a
merger (the “Merger”), in which each share of the
Company’s common stock not purchased in the tender offer
will be converted into the right to receive in cash the price
paid in the tender offer.
The Company’s Board of Directors has
(i) unanimously determined that the Merger Agreement and
the transactions contemplated thereby are fair to and in the
best interests of the Company and its stockholders,
(ii) unanimously approved, adopted and declared advisable
the Merger Agreement and the transactions contemplated thereby,
including the Offer and the Merger, and (iii) unanimously
resolved to recommend acceptance of the Offer and, if required
by applicable law, approval of the Merger Agreement and the
Merger by the Company’s stockholders.
Enclosed are the Offer to Purchase, dated May 26, 2009, the
Letter of Transmittal and related documents. These documents set
forth the terms and conditions of the Offer. Also, enclosed is a
Schedule 14D-9
containing the recommendation of the Company’s Board of
Directors, which explains the reasons behind its recommendation,
as well as the background to the transaction and other important
information.
Sincerely,
/s/ Xxxxxxx
X. Xxxx
Xxxxxxx X. Xxxx
Chief Executive Officer and Chairman
of the Board of Directors
