[LOGO]
December 17, 1998
Dear Stockholder:
I am pleased to inform you that on December 11, 1998, Cellular
Communications International, Inc. (the "Company") entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Kensington Acquisition Sub, Inc.
(the "Purchaser"), which was formed in connection with the Merger Agreement and
is owned 50% by Olivetti S.p.A. and 50% by Xxxxxxxxxx AG. Pursuant to the Merger
Agreement, the Purchaser today commenced a tender offer (the "Offer") to
purchase all outstanding shares of the Company's common stock, including the
associated preferred stock purchase rights issued pursuant to a rights agreement
dated November 8, 1990 (together, the "Shares"), for $65.75 per share in cash,
without interest, subject to the terms and conditions in the Offer to Purchase
and the related Letter of Transmittal that are included in the Purchaser's
offering materials. 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
not purchased in the Offer (other than Shares held by the Purchaser and its
affiliates, by dissenting stockholders or by the Company) will be converted into
the right to receive $65.75 per share in cash in the Merger.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY 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 Xxxxxxxxxxx Xxxxxxx & Co., Inc., the Company's financial advisor, that, as of
the date of such opinion, the consideration to be received by the Company's
stockholders pursuant to the Offer and the Merger is fair, from a financial
point of view, to such stockholders.
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
your Board of Directors' recommendation and contains other important information
relating to the Offer. Also enclosed is the Offer to Purchase, dated December
17, 1998, of the Purchaser, 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 Offer and the Merger and provide instructions on
how to tender your shares. We urge you to read Schedule 14D-9 and the enclosed
materials carefully.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
PRESIDENT, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
