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EXHIBIT 99.2
MEMORANDUM
TO: All Premenos Optionholders
FROM: Xxx Xxxxxxxxx
DATE: November 25, 1997
SUBJECT: Option Exchange Agreement
We are pleased to forward to you the enclosed materials relating to the
substitution of options to purchase Harbinger Corporation common stock (the
"Harbinger Options") for your Premenos Options upon the effective date of the
merger between Premenos and Harbinger. Your package includes the following
items in addition to this letter:
Option Notice, Assumption and Substitution Agreement (with all exhibits)
Option Notice, Assumption and Substitution Agreement (without exhibits)
Question and Answer Document
Affidavit and Loss of Indemnity Agreement
Joint Proxy Statement/Prospectus
We urge you to read these documents carefully. The Question and Answer
Document explains the procedures for substituting Harbinger Options for your
Premenos Options. As part of the procedure, you must execute and return to
Xxxxxx Xxxxxxxxx at Premenos the Option Notice, Assumption and Substitution
Agreement. For convenience we enclosed an extra copy of the Assumption and
Substitution Agreement (without exhibits and with the bright pink cover sheet)
for you to execute and return; you should retain the copy with exhibits for
your records.
We believe that acquiring Harbinger Options in substitution for Premenos
Options is in your the best interests, and we recommend that you execute and
return the Option Notice, Assumption and Substitution Agreement. If you do not
execute and return the documents, you will continue to hold Premenos Options
representing the right to purchase Premenos Common Stock and not Harbinger
Common Stock. After the effective date of the merger, the ability to sell
Premenos Common Stock will be extremely limited and the value will be greatly
reduced as Premenos stock will not be registered under applicable securities
laws and will contain a legend restricting sale, transfer or other disposition
of such stock.
Premenos and Xxxxxxxxx have set the close of business on Friday, December 12,
1997, as the deadline for submitting your Option Notice, Assumption and
Substitution Agreement. Premenos and Xxxxxxxxx may accept Agreements after the
12th, but we urge you to comply with this deadline to insure that you will
receive your Harbinger Options as soon as practicable after the effective date
of the merger.
