Exhibit (a)(1)
[LETTERHEAD]
February 7, 2000
Dear Shareholder:
I am pleased to inform you that on January 27, 2000, Zing
Technologies, Inc. entered into an Agreement and Plan of Reorganization (the
"Merger Agreement") with International Rectifier Corporation and its
newly-formed subsidiary IRC Acquisition Corporation, which provides for the
acquisition of the Company by International Rectifier. IRC Acquisition has
commenced a tender offer for all outstanding shares of Common Stock of the
Company at a price of $15.36 per share payable all in cash. International
Rectifier will, after the completion of the tender offer, effect a merger of
the Company with IRC Acquisition in order to make the Company a wholly-owned
subsidiary. Any shares not tendered in the offer will be converted into the
right to receive $15.36 in cash, or any higher price that may be paid in the
offer.
The Company's Board of Directors unanimously (i) determined that the
terms of the offer and the merger are fair to and in the best interests of
the Company's shareholders, (ii) approved the Merger Agreement and the
transactions contemplated thereby, and (iii) recommended that shareholders
accept the offer and tender their shares. In arriving at its recommendation,
the Board considered the factors described in the accompanying Offer to
Purchase, which is being sent to you by International Rectifier. Additional
information with respect to the offer and the merger accompany this letter.
These documents set forth all of the terms of the offer and provide
instructions as to how to tender your shares. Also included is a Schedule
14D-9 prepared by the Company which contains a discussion of the background
and the Board's reasons for the approval of the Offer and the Merger. I urge
you to read all these materials carefully and in their entirety.
Xxxx Xxxxxxxxxx, the Chief Executive Officer of Omnirel LLC, and a
few other shareholders and I have already agreed to tender our shares, which
represent in the aggregate approximately 57% of the shares outstanding.
On behalf of myself, the other members of management and directors
of the Company, I want to sincerely thank you for the support you have given
us over the years. If you have any questions about the offer, please feel
free to call Xxxxxx & Co., Inc., the Information Agent, at (000) 000-0000.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
