Exhibit (a)(6)
IMMEDIATE ATTENTION REQUIRED
January 3, 2008
Re: The Respironics, Inc. Retirement Savings Plan
Dear Plan Participant:
Our records reflect that as a participant in the Respironics, Inc. Retirement Savings Plan (the “Plan”), all or a portion of your individual account is invested in units of the Respironics Common Stock Fund (the “Stock Fund”). Through a wholly owned subsidiary, Philips Holding USA Inc. has commenced an offer to purchase (the “Offer”) all of the outstanding shares of common stock (the “Shares”) of Respironics, Inc. (“Respironics”), for $66.00 net per Share in cash (the “Offer Price”).
Enclosed are tender offer materials and a Trustee Direction Form that require your immediate attention. As described below, you have the right to instruct Fidelity Management Trust Company (“Fidelity”), as trustee of the Plan, concerning whether to tender Shares attributable to your account under the Plan. To understand the Offer fully and for a more complete description of the terms and conditions of the Offer, you should carefully read the entire Offer to Purchase dated January 3, 2008 (the “Offer to Purchase”), which is enclosed with this letter.
You will need to complete the enclosed Trustee Direction Form and return it to Fidelity’s tabulator in the enclosed return envelope so that it is RECEIVED by 4:00 p.m., New York City time, on January 29, 2008, unless the Offer is extended, in which case, if administratively feasible, the deadline for receipt of your Trustee Direction Form will be 4:00 p.m., New York City time, on the third business day prior to the expiration of the tender offer, as extended. Please complete and return the enclosed Trustee Direction Form even if you decide not to participate in the tender offer described herein. You may also utilize the telephone or Internet to provide your directions. NO FACSIMILE TRANSMITTALS OF THE TRUSTEE DIRECTION FORM WILL BE ACCEPTED.
The remainder of this letter summarizes the transaction, your rights under the Plan and the procedures for directing Fidelity with respect to the Offer. You should also review the more detailed explanation of the Offer provided in the Offer to Purchase.
BACKGROUND
Philips Holding USA Inc. (“Purchaser”), a wholly owned subsidiary of Koninklijke Philips Electronics N.V., has, through its wholly-owned subsidiary, made a tender offer to purchase all outstanding Shares for the Offer Price. The enclosed Offer to Purchase sets forth the purpose, terms and conditions of the Offer and is being provided to all of Respironics’ stockholders. The Solicitation/Recommendation Statement from Respironics on Schedule 14D-9 regarding the Offer
is also enclosed. As set forth in the Schedule 14D-9, the Board of Directors of Respironics recommends that holders of Shares tender all of their Shares into the Offer.
The Offer also applies to the Shares held by the Plan. As of December 28, 2007 the Plan held approximately 214,607 Shares. Only Fidelity, as trustee of the Plan, can tender these Shares in the Offer. Nonetheless, as a participant under the Plan, you have the right to direct Fidelity whether or not to tender some or all of the Shares attributable to your individual account in the Plan. Unless otherwise required by applicable law, Fidelity will tender Shares attributable to participant accounts in accordance with participant instructions, and Fidelity will not tender Shares attributable to participant accounts for which it does not receive timely or complete instructions.If you do not complete the enclosed Trustee Direction Form and return it to Fidelity (or provide directions via telephone or Internet) on a timely basis, you will be deemed to have electednot to participate in the Offer and, unless otherwise required by law, no Shares attributable to your Plan account will be tendered in the Offer.
As described in the Offer to Purchase, following the completion of the Offer, Purchaser intends to cause a merger to occur between Purchaser’s wholly-owned subsidiary and Respironics, the result of which will be Respironics becoming a wholly owned subsidiary of Purchaser. Pursuant to the merger, stockholders of Respironics who have not previously tendered their Shares will receive the Offer Price for such remaining Shares. If the merger is consummated, each Share held by the Plan at that time will be converted into the right to receive the Offer Price. Thus, if your Shares have not been tendered or you have not disposed of the Shares in your account under normal Plan rules by the consummation date of the merger, your account will be credited with the Offer Price.
Fidelity makes no recommendation as to whether to direct the tender of Shares or whether to refrain from directing the tender of Shares. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THIS MATTER.
CONFIDENTIALITY
To assure the confidentiality of your decision, Fidelity and its affiliates or agents will tabulate the Trustee Direction Forms and directions provided via telephone and Internet. Neither Fidelity nor its affiliates or agents will make the results of your individual direction available to the Purchaser or Respironics.
PROCEDURE FOR DIRECTING TRUSTEE
Enclosed is a Trustee Direction Form which can be completed and returned to Fidelity if you wish to direct Fidelity with respect to the Offer. You may also provide directions via the telephone or Internet. Please note that the Trustee Direction Form indicates the number of Shares attributable to your individual account as of December 28, 2007. However, for purposes of the final tabulation, Fidelity will apply your instructions to the number of Shares attributable to your account as of January 29, 2008, or as of a later date if the Offer is extended.
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If you do not properly complete and return the Trustee Direction Form, or do not respond via the telephone or Internet, by the deadline specified, subject to any extensions of the Offer, Shares attributable to your account will be considered uninstructed and will not be tendered in the Offer, unless otherwise required by applicable law.
To properly complete your Trustee Direction Form, you must do the following:
| | (1) | | On the face of the Trustee Direction Form, check Box 1, 2 or 3. CHECK ONLY ONE BOX: |
| | • | | CHECK BOX 1 if you wantALLof the Shares attributable to your individual account tendered for sale in accordance with the terms of the Offer. |
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| | • | | CHECK BOX 2 if you want totender a portionof the Shares attributable to your individual account.Specify the percentage(in whole numbers) of Shares attributable to your individual account that you want to tender for sale in accordance with the terms of this Offer.If this amount is less than 100%, you will be deemed to have instructed Fidelity NOT to tender the balance of the Shares attributable to your individual account under the Plan. |
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| | • | | CHECK BOX 3 if you do not want any of the Shares attributable to your individual account tendered for sale in accordance with the terms of the Offer and simply want the Plan to continue holding such Shares. |
| | (2) | | Date and sign the Trustee Direction Form in the space provided. |
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| | (3) | | Return the Trustee Direction Form in the enclosed return envelope so that it is received by Fidelity’s tabulation agent at the address on the return envelope (P.O. Box 9142, Hingham, MA 02043) not later than 4:00 p.m., New York City time, on January 29, 2008, unless the Offer is extended, in which case the deadline for receipt of your Trustee Direction Form will be 4:00 pm, New York City time, on the third business day prior to the expiration of the Offer, as extended, if administratively feasible. If you wish to return the form by overnight mail or other delivery service, please send it to Fidelity’s tabulation agent, at Tabulator, 60 Research Rd., Hingham, MA 02043. |
You may also use the telephone or Internet to provide directions to Fidelity. If you wish to use the telephone to provide your directions to Fidelity, you may call 1-800-597-7657 and follow the directions provided during the call. The phone number will be available 24 hours per day through 4:00 p.m., New York City time, on January 29, 2008, subject to any extensions of the Offer. You will be asked to provide the 14-digit control number found on your Trustee Direction Form before you provide your directions to Fidelity.
If you wish to use the Internet to provide your directions to Fidelity, please go to website www.401kproxy.com, enter the 14-digit control number from your Trustee Direction Form into the boxes to the right of the instruction entitled “Please Enter Control Number from Your Proxy Card” and click on the button entitled “Vote Proxy Card.” You will then be able to provide your direction to Fidelity on the following screen; please make your election and click on the button entitled
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“Submit”. The website will be available 24 hours per day through 4:00 p.m., New York City time, on January 29, 2008, subject to extensions of the Offer.
Your direction will be deemed irrevocable unless withdrawn by 4:00 p.m., New York City time, on January 29, 2008, unless the Offer is extended, in which case the deadline for receipt of your notice of withdrawal will be 4:00 p.m., New York City time, on the third business day prior to the expiration of the Offer, as extended, if administratively feasible. In order to make an effective withdrawal, you must submit a new Trustee Direction Form, which may be obtained by calling Fidelity at 1-800-835-5095, or submit new directions via the telephone or Internet as described above. Upon receipt of a new, completed, signed and dated Trustee Direction Form, or new directions via phone or Internet, your previous direction will be deemed cancelled. Please note that the last timely, properly completed direction Fidelity receives from a participant will control and be followed by Fidelity.
As described in the Offer to Purchase, Purchaser has the right, and in certain instances is required, to extend the Offer for certain periods. In the event of an announced extension, you may call Fidelity at 1-800-835-5095 to obtain information on any new Plan participant direction deadline.
After 4:00 p.m., New York City time, on January 29, 2008, the deadline for providing directions to Fidelity, Fidelity and its affiliates or agents will complete the tabulation of all directions and Fidelity, as trustee, will tender the appropriate number of Shares on behalf of the Plan. Unless the Offer is terminated or amended in accordance with its terms, all Shares properly tendered will be exchanged for the Offer Price.
INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT RECEIVE ANY PORTION OF THE OFFER PROCEEDS DIRECTLY. ALL PROCEEDS WILL BE CREDITED TO PARTICIPANTS’ ACCOUNTS AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.
EFFECT OF TENDER OFFER ON YOUR ACCOUNT
If you direct Fidelity to tender some or all of the Shares attributable to your Plan account, as of 4:00 p.m., New York City time, on January 29, 2008, all transactions by you involving the Stock Fund, including exchanges out, loans, withdrawals and distributions, will be prohibited until all processing related to the Offer has been completed, unless the Offer is terminated or extended. (Balances in the Stock Fund will be utilized to calculate amounts eligible for loans and withdrawals throughout this freeze.) In the event that the Offer is extended, the freeze on these transactions involving the Stock Fund will, if feasible, be temporarily lifted until three days prior to the new completion date of the Offer, as extended, at which time a new freeze on these transactions will commence. You can call Fidelity at 1-800-835-5095 to obtain updated information on expiration dates, deadlines and freezes.
If you directed Fidelity to NOT tender any of the Shares attributable to your account or you did not provide directions to Fidelity in a timely and complete manner, you will continue to have access to exchanges out, loans, withdrawals and distributions from the Stock Fund, subject to Plan rules.
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As described in the Offer to Purchase, if Purchaser acquires sufficient Shares through the Offer, the remaining, untendered Shares may be delisted from the NASDAQ Global Select Market; in such event, transactions involving the Stock Fund will be suspended until the merger has been completed, the Plan receives the merger consideration and participant-level processing for these proceeds has been completed. Subsequently, the Stock Fund will be eliminated as an investment option under the Plan.
Fidelity will invest cash proceeds received as a result of the Offer in the PIMCO Total Return Fund — Institutional Class, pending participant direction. The investment of proceeds and processing of participant accounts will occur as soon as administratively possible after receipt of the proceeds. You may call Fidelity at 1-800-835-5095 (or access your account via NetBenefits) after the reinvestment is complete to learn the effect of the tender on your account and/or to re-invest the proceeds invested in this fund.
SHARES OUTSIDE THE PLAN
If you hold Shares directly, you will receive, under separate cover, tender offer materials which can be used to tender such Shares.Those tender offer materials may not be used to direct Fidelity to tender or not tender the Shares attributable to your individual account under the Plan. The direction to tender or not tender Shares attributable to your individual account under the Plan may only be made in accordance with the procedures in this letter and on the Trustee Direction Form enclosed in this mailing. Similarly, the enclosed Trustee Direction Form may not be used to tender non-Plan Shares.
FURTHER INFORMATION
If you require additional information concerning the procedure to tender Shares attributable to your individual account under the Plan, please contact Fidelity at 1-800-835-5095. If you require additional information concerning the terms and conditions of the Offer, please call Georgeson, the information agent for the Offer, toll free at 1-(800) 491-3017.
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| | Sincerely,
Fidelity Management Trust Company
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