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LOGO
May 18, 1998
Dear Stockholder:
We are pleased to inform you that on May 11, 1998, Micronics Computers,
Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Diamond Multimedia Systems, Inc. ("Diamond") and its wholly
owned subsidiary Boardwalk Acquisition Corporation (the "Purchaser"). Pursuant
to the Merger Agreement the Purchaser has commenced a tender offer (the "Offer")
to purchase all of the outstanding shares of the Company's common stock, par
value $.01 per share ("Common Stock"), for a cash price of $2.45 per share. The
Offer is conditioned upon, among other things, the tender of at least 51% of the
Common Stock outstanding on a partially diluted basis. The Merger Agreement
provides that following consummation of the Offer, the Purchaser will be merged
with and into the Company (the "Merger") and those shares of Common Stock that
are not acquired in the Offer will be converted into the right to receive $2.45
per share in cash. The Merger consideration is subject to upward adjustment at
Xxxxxxx's discretion.
The Board of Directors has unanimously approved the Merger Agreement, the
Offer and the Merger and determined that the terms of the Offer and the Merger
are fair to, and in the best interests of, the Company and the holders of the
Common Stock, and unanimously recommends that the Company's stockholders accept
the Offer and tender their shares of Common Stock pursuant to the Offer. In
arriving at its recommendation, the Board of Directors considered the factors
described in the accompanying Schedule 14D-9, including the opinion of the
Company's financial advisor, Alliant Partners ("Alliant"), to the effect that
the consideration to be received by the holders of the Common Stock is fair from
a financial point of view. A copy of Xxxxxxx's written opinion, which sets forth
the assumptions made, procedures followed and matters considered in, and the
limitations on, the review by Alliant in rendering its opinion is attached to
the Schedule 14D-9 as Appendix I.
The accompanying Offer to Purchase sets forth all of the terms of the
Offer. Additionally, the enclosed Schedule 14D-9 sets forth additional
information regarding the Offer and the Merger relevant to making an informed
decision. We urge you to read these materials carefully and in their entirety.
Very truly yours,
LOGO
Xxxxxxx X. Xxxx
President and Chief Executive Officer
