June 11, 2009 Dear Stockholder:Merger Agreement • June 11th, 2009 • Wind River Systems Inc • Services-computer programming services
On behalf of the Board of Directors of Wind River Systems, Inc. (“Wind River”), I am pleased to inform you that Wind River has entered into an Agreement and Plan of Merger, dated as of June 4, 2009 (the “Merger Agreement”), with Intel Corporation (“Intel”) and APC II Acquisition Corp., a wholly owned subsidiary of Intel (“Purchaser”) pursuant to which Purchaser has today commenced a tender offer (the “Offer”) to purchase all outstanding shares of common stock of Wind River (the “Shares”) at a price of $11.50 per Share in cash. The closing of the Offer is conditioned upon, among other things, a majority of the Shares outstanding being validly tendered and not withdrawn prior to the expiration of the Offer, and the receipt of regulatory clearances. The Offer will be followed by a merger (the “Merger”) in which remaining Shares will be converted into the right to receive $11.50 per Share in cash.
