CONFORMED COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • April 17th, 1997 • Compaq Computer Corp • Electronic computers • Delaware
April 17, 1997 Dear Shareholder: Your Board of Directors is pleased to inform you that on April 9, 1997, Microcom, Inc. ("Microcom") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Compaq Computer Corporation ("Compaq") and...Merger Agreement • April 17th, 1997 • Compaq Computer Corp • Electronic computers
Your Board of Directors is pleased to inform you that on April 9, 1997, Microcom, Inc. ("Microcom") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Compaq Computer Corporation ("Compaq") and Compaq- Boston, Inc. (the "Purchaser"), a wholly-owned subsidiary of Compaq, pursuant to which the Purchaser has commenced on April 16, 1996 a cash tender offer (the "Offer") to purchase all outstanding shares of Microcom common stock at a price of $16.25 per share in cash (the "Offer Price"). Following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, the Purchaser will be merged into Microcom (the "Merger") and each of the Microcom shares not owned by Compaq or its affiliates or by dissenting shareholders or by holders of shares of Option Restricted Stock (as defined in the Schedule 14D-9 referred to below) will be converted into the right to receive in cash the Offer Price.
EXHIBIT 5 April 11, 1997 Alan G. Lutz, Senior Vice President and General Manager, Communications Products Group Compaq Computer Corporation 20555 SH249 Houston, Texas 77070 CONFIDENTIALITY AGREEMENT ------------------------- Dear Alan: In connection...Confidentiality Agreement • April 17th, 1997 • Compaq Computer Corp • Electronic computers • Massachusetts
MORGAN STANLEY & CO. INCORPORATED 555 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA 94104 (415) 576-2000 April 9, 1997 Board of Directors Microcom, Inc. 500 River Ridge Drive Norwood, MA 02062-5028 Gentlemen: We understand that Microcom, Inc....Merger Agreement • April 17th, 1997 • Compaq Computer Corp • Electronic computers
