OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of TELLABS, INC. a Delaware corporation at $2.45 Net Per Share by BLACKHAWK MERGER SUB INC. a wholly owned subsidiary of BLACKHAWK HOLDING VEHICLE LLC THE OFFER AND WITHDRAWAL RIGHTS...Offer to Purchase • November 1st, 2013 • Blackhawk Merger Sub Inc. • Telephone & telegraph apparatus • Delaware
Purchaser is making this Offer pursuant to an Agreement and Plan of Merger, dated as of October 18, 2013 (as it may be amended from time to time, the "Merger Agreement"), by and among Parent, Purchaser and the Company. The Merger Agreement provides, among other things, that immediately following the Offer Closing and the satisfaction or waiver of the conditions set forth therein, Purchaser will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation (the "Surviving Corporation") in the Merger and a wholly owned subsidiary of Parent. The closing of the Merger is the "Merger Closing." In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (i) Shares owned by Parent, Purchaser, the Company or any other wholly owned subsidiary of Parent or the Company and (ii) Shares owned by stockholders who validly exercise appraisal rights under Delaware law with respec
GUARANTYGuaranty • November 1st, 2013 • Blackhawk Merger Sub Inc. • Telephone & telegraph apparatus • Delaware
This Guaranty (this “Guaranty”) is made as of October 18, 2013, by each of Marlin Equity III, L.P. (“Fund III”) and Marlin Equity IV, L.P. (“Fund IV”; each of Fund III and Fund IV, a “Guarantor” and both Fund III and Fund IV together, the “Guarantors”), in favor of Tellabs, Inc., a Delaware corporation (the “Company”).
