THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES (AS DEFINED BELOW). THE OFFER (AS DEFINED BELOW) IS MADE SOLELY
BY THE OFFER TO PURCHASE DATED MARCH 24, 2000, AND THE RELATED LETTER OF
TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND IS BEING MADE TO ALL
HOLDERS OF SHARES. THE OFFER, HOWEVER, IS NOT BEING MADE TO, NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH
THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE LAWS OF SUCH JURISDICTION. PURCHASER (AS DEFINED BELOW) MAY IN ITS
DISCRETION, HOWEVER, TAKE SUCH ACTION AS IT MAY DEEM NECESSARY TO MAKE THE OFFER
IN ANY JURISDICTION AND EXTEND THE OFFER TO HOLDERS OF SHARES IN SUCH
JURISDICTION. IN JURISDICTIONS WHOSE LAWS REQUIRE THAT THE OFFER BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON PURCHASER'S
BEHALF BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF
SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE COMMON STOCK)
of
OEA, INC.
at
$10.00 NET PER SHARE
by
OEA MERGER CORPORATION
an indirect wholly owned subsidiary of
AUTOLIV, INC.
OEA Merger Corporation, a Delaware corporation ("Purchaser") and an
indirect wholly owned subsidiary of Autoliv, Inc., a Delaware corporation
("Parent"), is offering to purchase all outstanding shares of common stock, par
value $0.10 per share (the "Common Stock") of OEA, Inc. (the "Company"),
together with the associated rights to purchase common stock issued pursuant to
the Rights Agreement, as amended, dated as of March 25, 1998 (the "Rights
Agreement"), between the Company and LaSalle Bank, N.A., as Rights Agent (the
"Rights" and, together with the Common Stock, the "Shares"), at a price of
$10.00 per Share, net to the selling stockholder in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 24, 2000 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). Stockholders of record who tender
directly to the Depositary (as defined below) will not be obligated to pay
brokerage fees or commissions or, subject to Instruction 6 of the Letter of
Transmittal, stock transfer taxes, if any, on the purchase of Shares by
Purchaser pursuant to the Offer. Stockholders who hold their Shares through a
broker or bank should consult such institution as to whether it charges any
service fees. Purchaser will pay all charges and expenses of First Chicago Trust
Company of New York, which is acting as depositary (the "Depositary"), and
Georgeson Shareholder Communications Inc., which is acting as the information
agent (the "Information Agent"), incurred in connection with the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, APRIL 24, 2000, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not properly withdrawn prior to the Expiration Date of the Offer
that number of Shares which represents more than fifty percent of the total
issued and outstanding Shares on a fully diluted basis (excluding any shares
held by the Company or any of its subsidiaries) (the "Minimum Condition") and
(2) the expiration or termination of any and all waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). The Offer is also subject to other conditions. See Section 15 of the
Offer to Purchase. The Offer is not conditioned upon Parent or Purchaser
obtaining financing. The Offer is being made pursuant to an Amended and Restated
Agreement and Plan of Merger dated as of March 12, 2000 (the "Merger
Agreement"), among Parent, Purchaser and the Company. The Merger Agreement
provides, among other things, that following the completion of the Offer and the
satisfaction or waiver, if permissible, of all conditions set forth in the
Merger Agreement and in accordance with the General Corporation Law of the State
of Delaware (the "DGCL"), Purchaser will be merged with and into the Company
(the "Merger"), with the Company surviving the Merger as a wholly owned
subsidiary of Parent. At the effective time of the Merger (the "Effective
Time"), each outstanding Share (other than Shares held in the Company's treasury
immediately before the Effective Time, and each Share held by Parent, Purchaser,
any other subsidiary of Parent or any subsidiary of the Company immediately
before the Effective Time, all of which will be cancelled, and other than Shares
with respect to which appraisal rights are properly exercised under the DGCL)
will be converted into the right to receive $10.00 in cash, without interest
thereon. The Merger Agreement is more fully described in Section 11 of the Offer
to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY (1) DETERMINED THAT THE
OFFER, THE MERGER AND THE MERGER AGREEMENT ARE ADVISABLE, FAIR TO, AND IN THE
BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS, (2) APPROVED THE MERGER, THE
OFFER, THE MERGER AGREEMENT AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT AND (3) RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE
OFFER AND TENDER THEIR SHARES PURSUANT THERETO AND APPROVE AND ADOPT THE MERGER
AGREEMENT.
For purposes of the Offer, Purchaser shall be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn when, as and if Purchaser gives oral or written notice to the
Depositary of its acceptance for payment of such Shares. Payment for Shares so
accepted will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering stockholders for the purpose
of receiving payment from Purchaser and transmitting payment to validly
tendering stockholders. In all cases, payment for Shares accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (i) certificates representing such Shares (or timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company ("DTC")), (ii) a properly completed and duly executed
Letter of Transmittal (or facsimile thereof ) with any required signature
guarantees or an Agent's Message (as defined in the Offer to Purchase) in
connection with a book-entry transfer and (iii) any other documents required by
the Letter of Transmittal.
The term "Expiration Date" means 12:00 midnight, New York City time, on
Monday, April 24, 2000, unless and until Purchaser (subject to the terms and
conditions of the Merger Agreement) extends the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date at which the Offer, as so extended by Purchaser, shall expire
prior to the purchase of any Shares.
Purchaser may, without the consent of the Company, extend the Offer beyond
the initial Expiration Date in the following events: (i) if necessary to satisfy
any condition of the HSR Act, for a period not to exceed forty (40) business
days, (ii) if any of the conditions to the Offer (other than the Minimum
Condition) shall not have been satisfied or waived, for a period not to exceed
twenty (20) business days, (iii) if all the conditions to the Offer are
satisfied or waived, but the number of Shares validly tendered and not withdrawn
is less than 90% of the number of then-outstanding Shares on a fully diluted
basis (excluding Shares held by the Company or any of its subsidiaries), for
four successive five (5) business day periods for an aggregate period not to
exceed twenty (20) business days, or (iv) if any of the conditions to the Offer
(other than the Minimum Condition) shall not have been satisfied or waived and a
proposal or offer for a merger or certain other extraordinary transactions (a
"Takeover Proposal") has been made or publicly disclosed by a person other than
Parent or Purchaser (including the Company and any of its subsidiaries or
affiliates), or if Parent or Purchaser otherwise learn that a Takeover Proposal
has been made or publicly proposed, for a period of up to ten (10) days after
the withdrawal or termination of such Takeover Proposal, such date in no event
to exceed the earlier of (x) June 30, 2000, and (y) the minimum time necessary
to satisfy all such outstanding conditions to the Offer.
Purchaser shall cause any such extension by giving oral or written notice
of such extension to the Depositary, which will be followed by public
announcement thereof no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. During any such
extension, all Shares previously tendered and not properly withdrawn will remain
subject to the Offer, subject to the right, if any, of a tendering stockholder
to withdraw such stockholder's Shares. Under no circumstances will interest be
paid on the purchase price to be paid for the Shares pursuant to the Offer,
regardless of any extension of the Offer or any delay in making such payment.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment pursuant to the
Offer, also may be withdrawn at any time after Monday, May 22, 2000. For a
withdrawal of Shares tendered to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth in the Offer to Purchase. Any notice of
withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name(s) in which the
certificate(s) representing such Shares are registered, if different from that
of the person who tendered such Shares. If certificates for Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, the
name of the registered holder and the serial numbers shown on the particular
certificate evidencing the Shares to be withdrawn must also be furnished to the
Depositary prior to the physical release of the Shares to be withdrawn. The
signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Offer to Purchase) (except in the case of Shares
tendered by an Eligible Institution). If Shares have been tendered pursuant to
the procedures for book-entry transfer, any notice of withdrawal must specify
the name and number of the account at DTC to be credited with such withdrawn
Shares and must otherwise comply with DTC's procedures. All questions as to the
form and validity (including time of receipt) of notices of withdrawal will be
determined by Purchaser, in its sole discretion, and its determination will be
final and binding on all parties. The receipt of cash in exchange for Shares
pursuant to the Offer (or the Merger) will be a taxable transaction for U.S.
federal income tax purposes and may also be a taxable transaction under
applicable state, local or foreign tax laws. See Section 5 of the Offer of
Purchase.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
In connection with the Offer, the Company has provided Purchaser with the
names and addresses of all record holders of Shares and security position
listings of Shares held in stock depositories. The Offer to Purchase, the
related Letter of Transmittal and other related materials will be mailed to
registered holders of Shares and will be furnished to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the Company's stockholder list or, if applicable,
who are listed as participants in a clearing agency's security position listing
for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Any questions or requests for assistance or for additional copies of the
Offer to Purchase, the related Letter of Transmittal and other related tender
offer materials may be directed to the Information Agent at the address and
telephone number set forth below, and copies will be furnished promptly at
Purchaser's expense. Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Depositary and the
Information Agent) in connection with the solicitation of tenders of Shares
pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Brokers and Bankers Call Collect (212) 440-9800
Or
All Others Call Toll-Free (800) 223-2064
March 24, 2000