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WANG LABORATORIES LOGO EXHIBIT 5
May 10, 1999
Dear Stockholder:
I am pleased to inform you that on May 3, 1999, Wang Laboratories, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Getronics NV, a company organized under the laws of The
Netherlands ("Parent"), and Getronics Acquisition, Inc., a Delaware corporation
and a wholly owned subsidiary of Parent which was formed in connection with the
Merger Agreement (the "Purchaser"). Pursuant to the Merger Agreement, the
Purchaser today commenced a tender offer (the "Offer") to purchase (a) all the
outstanding shares of common stock of the Company at $29.25 per share in cash
and (b) all other outstanding equity instruments of the Company convertible into
or exercisable for common stock at an amount in cash per instrument determined
on an as converted or as exercised basis. Under the Merger Agreement, the Offer
will be followed by a merger (the "Merger") of the Purchaser with and into the
Company, and all shares of common stock (and other equity instruments
convertible into or exercisable for common stock) not purchased in the Offer
will be acquired by Parent, through Purchaser, at the same price (except for the
Series B Preferred Stock, which will become convertible into the right to
receive, upon conversion, cash equal to $1,101.17).
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER, THE MERGER
AND THE MERGER AGREEMENT AND HAS DETERMINED THAT THE TERMS OF EACH ARE FAIR TO,
AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS STOCKHOLDERS. ACCORDINGLY, THE
BOARD RECOMMENDS THAT 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, including, among other things, the opinion
of Credit Suisse First Boston Corporation, the Company's financial advisor,
that, as of the date of such opinion, the consideration to be received by the
holders of common stock of the Company pursuant to the Offer and the Merger is
fair, from a financial point of view, to such stockholders. The full text of the
opinion is attached as an exhibit to the Schedule 14D-9. Stockholders are urged
to read the opinion carefully and in its entirety.
Attached is a copy of the Schedule 14D-9 filed by the Company with the
Securities and Exchange Commission. The Schedule 14D-9 describes the reasons for
the Board of Directors' recommendation and contains other important information
relating to the Offer. Also enclosed is the Offer to Purchase, dated May 10,
1999, of the Purchaser, together with related materials, including Letters 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 on how
to tender your shares. We urge you to read the Schedule 14D-9 and the enclosed
materials carefully.
Given these developments, we intend to adjourn the annual meeting of
stockholders that is currently scheduled to be held on Wednesday, May 26, 1999,
until Wednesday, June 23, 1999.
Sincerely,
/s/Xxxxxx X. Xxxxx
XXXXXX X. XXXXX
Chairman and Chief Executive Officer
