January 25, 2011 Microfluidics International Corporation
Exhibit (a)(1)(A)
January 25, 2011
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Newton, Massachusetts 02464
Dear Stockholder,
We are pleased to inform you that on January 10, 2011,
Microfluidics International Corporation (the
“Company”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”), with IDEX
Corporation, a Delaware corporation (“IDEX”), and Nano
Merger Sub, Inc., a Delaware corporation (“Purchaser”)
and a wholly owned subsidiary of IDEX. Under the terms of the
Merger Agreement and subject to the conditions set forth in
Purchaser’s Offer to Purchase and related materials
enclosed with this letter, Purchaser is commencing today a cash
tender offer to purchase all of the outstanding shares of the
common stock of the Company (the “Shares”) at a
purchase price of $1.35 per Share, which amount is subject to
decrease in the sole discretion of Purchaser and in accordance
with the laws and rules applicable to tender offers, if the
Company’s expenses in connection with the transactions
contemplated by the Merger Agreement exceed a specified cap, net
to the seller in cash without interest, and subject to any
required withholding taxes.
Unless subsequently extended, the tender offer is currently
scheduled to expire at 12:00 midnight, New York City time, at
the end of the day on February 24, 2011, after which time,
if all conditions to the tender offer have been satisfied or
waived, Purchaser will accept for payment all Shares validly
tendered pursuant to the offer and not validly withdrawn. If
successful, the tender offer will be followed by the merger of
Purchaser into the Company, with the Company being the surviving
corporation and becoming a wholly owned subsidiary of IDEX. In
the merger, Shares not purchased in the tender offer will be
converted into the right to receive the same $1.35 per Share
cash payment, without interest, paid in the tender offer.
The Board of Directors of the Company has unanimously
(1) determined that the tender offer and the merger are
fair to, and in the best interests of, the Company and its
stockholders, (2) approved and declared advisable the
Merger Agreement, and the transactions contemplated by the
Merger Agreement, including the tender offer and the merger, and
(3) resolved to recommend that the Company’s
stockholders accept the offer, tender their Shares in the tender
offer and, if required, adopt the Merger Agreement and approve
the merger. ACCORDINGLY, THE BOARD OF DIRECTORS OF THE
COMPANY RECOMMENDS THAT YOU ACCEPT THE TENDER OFFER, TENDER YOUR
SHARES TO PURCHASER PURSUANT TO THE TENDER OFFER AND, IF
NECESSARY, ADOPT THE MERGER AGREEMENT AND APPROVE THE MERGER.
In arriving at its recommendations, the Company’s Board of
Directors gave careful consideration to a number of factors that
are described in the enclosed
Schedule 14D-9.
Purchaser’s Offer to Purchase and related materials,
including a letter of transmittal for use in tendering your
Shares, set forth the terms and conditions of Purchaser’s
tender offer and provide instructions as to how to tender your
Shares. We urge you to read each of the enclosed materials
carefully.
Best regards,
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President and Chief Executive Officer