Exhibit 4
[EFFICIENT NETWORKS LOGO]
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Letter To Stockholders
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March 2, 2001
Dear Stockholders:
We are pleased to inform you that, on February 21, 2001, Efficient Networks,
Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Siemens Corporation, a Delaware corporation ("Siemens") and indirect wholly
owned subsidiary of Siemens Aktiengesellschaft, a corporation formed under the
laws of the Federal Republic of Germany, and Memphis Acquisition Inc., Siemens'
wholly owned subsidiary, providing for the acquisition of Efficient. Pursuant
to the Merger Agreement, Memphis Acquisition Inc. has commenced a tender offer
for all the outstanding shares of Efficient's common stock at $23.50 per share,
net to the seller in cash (the "Offer").
Following the successful completion of the Offer, Memphis Acquisition, Inc.
will merge into Efficient (the "Merger"), and all the shares not purchased in
the Offer will be converted into the right to receive $23.50 per share in cash
in the Merger without interest. As a result of the Merger, Efficient will
become a wholly owned subsidiary of Siemens.
YOUR BOARD OF DIRECTORS (WITH XX. XXXXXXX X. XXXXX NOT IN ATTENDANCE) HAS
(1) UNANIMOUSLY DETERMINED THAT EACH OF THE MERGER AGREEMENT, THE OFFER AND THE
MERGER AGREEMENT ARE ADVISABLE, (2) DULY APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY; AND (3) UNANIMOUSLY RECOMMENDED THAT THE
STOCKHOLDERS OF EFFICIENT ACCEPT THE OFFER AND APPROVE AND ADOPT THE MERGER
AGREEMENT AND THE MERGER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors, which are described in the enclosed
Schedule 14D-9 that has also been filed today with the Securities and Exchange
Commission. These factors include, among other things, the opinion of Xxxxxx
Xxxxxxx & Co. Incorporated, the company's financial advisor, that the
consideration to be received by the stockholders of Efficient in the offer and
subsequent merger pursuant to the Merger Agreement is fair from a financial
point of view to the stockholders of Efficient.
Also enclosed are the Offer to Purchase by Memphis Acquisition Inc.,
together with related materials, including a Letter of Transmittal to be used
for tendering your shares. These materials set forth in detail the terms and
conditions of the tender offer, and provide instructions on how to tender your
shares. I urge you to read the enclosed materials carefully.
Very truly yours,
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Chief Executive Officer
