SpectraLink Corporation
Exhibit (a)(2)(A)
SpectraLink Corporation
0000 Xxxxxxx Xxxxxx
Boulder, Colorado 80301
(303) 440-5330
February 20, 2007
Dear Stockholder:
We are pleased to inform you that on February 7, 2007, SpectraLink Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Polycom, Inc., a Delaware corporation (“Polycom”), and Spyglass Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Polycom (“Purchaser”).
Under the terms of the Merger Agreement, Purchaser is commencing today a cash tender offer to purchase all of the outstanding shares of the common stock of the Company (the “Common Stock”) at a price of $11.75 per share, net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and related materials enclosed with this letter. Unless subsequently extended, the tender offer is currently scheduled to expire at 12:00 midnight, New York City time, on March 20, 2007. Following the successful completion of the cash tender offer, Purchaser will be merged into the Company, and all shares of Common Stock not purchased in the tender offer (other than shares held by dissenting stockholders, if applicable) will be converted into the right to receive $11.75 in cash per share.
The Company’s board of directors has unanimously approved the Merger Agreement, the tender offer, and the merger, and has determined that the Merger Agreement and the transactions contemplated thereby (including the tender offer and the merger) are at a price and on terms that are in the best interests of the Company and the holders of Common Stock. Accordingly, the Company’s board of directors unanimously recommends that you accept the tender offer and tender your Common Stock to Purchaser pursuant to the tender offer.
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, including, among other things, the opinion of Avondale Partners, LLC, dated February 6, 2007, to the effect that the $11.75 per share in cash to be received by holders of Common Stock in the tender offer and the merger is fair from a financial point of view to such holders, as of the date of such opinion.
Also accompanying this letter is a copy of Purchaser’s Offer to Purchase and related materials, including a letter of transmittal for use in tendering your shares of Common Stock. These documents set forth the terms and conditions of Purchaser’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, |
 |
| Xxxx X. Xxxx President and Chief Executive Officer |
Phone 000 000 0000
Fax 000 000 0000
xxx.xxxxxxxxxxx.xxx
SpectraLink Corporation
0000 Xxxxxxx Xxxxxx
Boulder, Colorado 80301 USA
