EXHIBIT "H"
April 28, 1999
Board of Directors
Microelectronic Packaging, Inc.
9577 Chesapeake Drive
San Diego, CA 92123 PERSONAL & CONFIDENTIAL
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Gentlemen:
You have asked L.H. Friend, Weinress, Frankson & Presson, Inc. ("Friend") for
our opinion as investment bankers as to the fairness, from a financial point of
view, to Microelectronic Packaging, Inc., a California corporation (the
"Company" or "MPI") and its stockholders, of the conversion of $27,556,801 of
debt related to the Company's discontinued operations into shares (the "Debt")
of the Company's Series A Convertible Preferred Stock (the "Preferred Stock")
pursuant to the Debt Conversion and Mutual Settlement and Release Agreements
(the "Agreements") between the Company and Transpac Capital Pte. Ltd., Texas
Instruments Incorporated, Motorola, Inc., The Development Bank of Singapore
Limited, FI Financial LLC, ORIX Leasing Singapore Limited, NS Electronics
Bangkok (1993) Ltd. and Samsung Corning Co. Ltd. (the "Creditors") (collectively
the "Transaction").
The Agreements provide for the Creditors to convert the Debt into 9,362,777
shares of the Preferred Stock, which will be convertible into 18,725,554 shares
of the Company's Common Stock.
As part of its investment banking business, Friend is continually engaged in the
evaluation of businesses and their securities in connection with debt
restructurings, mergers and acquisitions, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements and
valuations for estate, corporate and other purposes. We have acted as advisors
to the Company's Board of Directors as to the fairness of the conversion of the
Debt to shares of the Preferred Stock, but have not materially participated in
the negotiations leading to the Agreements.
You have requested our opinion as to whether the Proposed Transaction is fair to
MPI and its Stockholders from a financial point of view.
In connection with formulating our opinion, we have, among other things:
(a) Reviewed the Agreements between the Company and the Creditors;
(b) Reviewed the Company's Annual Report to Stockholders on Form 10-K for the
fiscal years ended December 31, 1998, 1997 and 1996, and Form 10-Q for the
quarter ended March 31, 1999;
(c) Examined certain operating and financial information and financial
projections provided to us by the management of MPI;
(d) Reviewed the historical market prices and trading volume of the Company's
Common Stock;
(e) Analyzed publicly available financial and market data regarding certain
companies in the electronic component manufacturing industry and compared
them to the Company's financial and market data;
(f) Conducted interviews with certain members of MPI's management; and
(g) Performed such other studies, analyses, inquires and investigations as we
deemed appropriate.
We have relied upon and assumed, without independent verification, that the
financial forecasts and projections provided to us have been reasonably prepared
and reflect the best currently available estimates of the future financial
results and condition of the Company, and that there has been no material change
in the assets, financial condition and business prospects of the Company since
the date of the most recent financial statements made available to us.
We have not independently verified the accuracy and completeness of the
information supplied to us and do not assume any responsibility with respect to
it. We have not made any physical inspection or independent appraisal of any of
the properties or assets of the Company, or conducted any independent inquiry or
investigation with respect to the Company or the Transaction. This opinion is
necessarily based on business, economic, market and other conditions as they
exist and can be evaluated by us at the date of this letter.
This opinion is furnished solely for the benefit of the Company, its Board of
Directors, and its stockholders in connection with the Transaction, and may not
be relied upon by any other person or for any other purpose without our express,
prior, written consent. This opinion is delivered to each recipient subject to
the conditions, scope of engagement, limitations and understandings set forth in
this opinion and our engagement letter dated December 8, 1998, and subject to
the understanding that the obligations of Friend in the Transaction are solely
corporate obligations, and no officer, director, employee, agent, shareholder or
controlling person of Friend shall be subjected to any personal liability
whatsoever to any person, nor will any such claim be asserted by or on behalf of
any recipient of this opinion.
Our opinion is limited to the fairness, from a financial point of view, of the
Transaction and does not address MPI's underlying business decision to effect
the Transaction.
As of the date hereof, based upon and subject to the foregoing, and based upon
such other matters as we deemed relevant, it is our opinion that the Transaction
is fair to the Company and its stockholders from a financial point of view.
Very truly yours,
L.H. FRIEND, WEINRESS, FRANKSON & PRESSON, INC.