[OPAL LOGO]
November 26, 1996
Dear Stockholder:
We are pleased to inform you that, on November 24, 1996, Opal, Inc. (the
"Company") and Applied Materials, Inc. ("Applied Materials") entered into a
merger agreement (the "Merger Agreement"). Pursuant to the terms of the
Merger Agreement, a wholly-owned subsidiary of Applied Materials is
commencing a cash tender offer for all of the outstanding shares of Common
Stock of the Company at a price of $18.50 per share, net to the seller in
cash (the "Offer Price"). Promptly following the completion of the tender
offer, this subsidiary, Orion Corp. I, will be merged into the Company, and
all shares of Common Stock of the Company (not owned by the Company, Applied
Materials or its subsidiaries or dissenting stockholders of the Company) will
be converted into the right to receive $18.50 in cash.
Your Board of Directors has approved the tender offer and the merger and
recommends that stockholders accept the offer and tender their shares. In
arriving at its decision, the Board gave careful consideration to a number of
factors described in the attached Schedule 14D-9 that is being filed today
with the Securities and Exchange Commission. Among other factors, the Board
considered the opinion dated November 24, 1996 of Xxxxxxxxx, Xxxxxxxx &
Company LLC, the Company's financial advisor, which provides that, based upon
and subject to the matters set forth in the opinion, as of such date the
Offer Price is fair to the stockholders of the Company from a financial point
of view.
Accompanying this letter, in addition to the attached Schedule 14D-9
relating to the tender offer, is Applied Materials' Offer to Purchase, dated
November 26, 1996, 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 tender offer and the merger and provide
instructions as to how to tender your shares. We urge you to read the
enclosed materials carefully.
Your Board of Directors believes that the proposed acquisition of the
Company by Applied Materials is fair to and in the best interest of our
stockholders.
Sincerely,
/s/ Xxxxx Erad
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Xxxxx Erad
Chairman of the Board of Directors
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
President and
Chief Executive Officer
