[Telesciences Logo]
November 1, 1999
To Our Common Stockholders:
I am pleased to inform you that, on October 19, 1999, Telesciences, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with EDB Business Partner ASA ("Parent") and EDB 4tel Acquisition
Corp. ("Purchaser"), a wholly owned subsidiary of Parent. Upon the terms and
subject to the conditions set forth in the Offer to Purchase dated October 25,
1999 (the "Offer to Purchase") and the related materials, copies of which were
mailed to you on or about October 25, 1999, Purchaser has commenced a tender
offer (the "Offer") to purchase all of the outstanding shares of common stock,
par value $.04 per share (the "Shares"), of the Company at a price of $8.79
per Share in cash. Under the terms of the Merger Agreement, following the
successful completion of the Offer, Purchaser will be merged (the "Merger")
with and into the Company and all Shares not purchased in the Offer will be
converted into the right to receive $8.79 per Share in cash, without interest.
Your Board of Directors has approved the Merger Agreement, the Offer and the
Merger and has determined that the terms of the Merger Agreement are
advisable, fair to, and in the best interests of, the Company's stockholders.
The Board of Directors recommends that the Company's 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 described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Xxxxxx, Xxxxxxxx Securities,
Inc., the Company's financial advisor, that the $8.79 per share in cash to be
received by the holders of Shares in the Offer and the Merger is fair to such
holders from a financial point of view. A copy of the fairness opinion is
attached as Annex I to the Schedule 14D-9 which is enclosed, and all
stockholders are urged to read the opinion in its entirety.
Sincerely,
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
President and
Chief Executive Officer