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EXHIBIT 12
[CyberMedia Letterhead]
August 3, 1998
To Our Stockholders:
On behalf of the Board of Directors of CyberMedia, Inc. (the
"Company"), we are pleased to inform you that on July 28, 1998, the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Networks Associates, Inc. and Cyclone Acquisition Corp., its wholly owned
subsidiary, pursuant to which Cyclone Acquisition Corp. today has commenced a
cash tender offer (the "Offer") to purchase all of the outstanding shares (the
"Shares") of the Common Stock of the Company at $9.50 per share. Under the
Merger Agreement, upon satisfaction of certain conditions, the Offer will be
followed by a merger (the "Merger") in which any remaining shares of the Common
Stock of the Company will be converted into the right to receive $9.50 per share
in cash, without interest (except any Shares as to which the holder has properly
exercised dissenter's rights of appraisal). Stockholders owning approximately
21% of the Company's outstanding Shares have agreed to tender their Shares in
the Offer.
THE COMPANY BOARD HAS UNANIMOUSLY (A) DETERMINED THAT THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF THE
OFFER AND MERGER, ARE FAIR TO AND IN THE BEST INTERESTS OF THE HOLDERS OF THE
SHARES, (B) APPROVED AND ADOPTED THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, AND (C) RESOLVED TO RECOMMEND THAT THE STOCKHOLDERS OF
THE COMPANY ACCEPT THE OFFER AND APPROVE AND ADOPT THE MERGER AGREEMENT AND
APPROVE THE TRANSACTIONS CONTEMPLATED THEREBY.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Solicitation/
Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") that is being
filed today with the Securities and Exchange Commission. Among other things, the
Board of Directors considered the opinion of its financial advisor, ▇▇▇▇▇▇▇▇▇ &
▇▇▇▇▇ LLC, that the consideration to be received by the holders of Shares in the
Offer and Merger is fair to such holders from a financial point of view.
In addition to the attached Schedule 14D-9, enclosed also is the Offer
to Purchase dated August 3, 1998, together with related materials, including a
Letter of Transmittal, to be used for tendering your Shares in the Offer. These
documents state the terms and conditions of the Offer and the Merger and provide
instructions as to how to tender your Shares. We urge you to read these
documents carefully in making your decision with respect to tendering your
shares pursuant to the Offer.
On behalf of the Board of Directors,
▇▇▇▇▇▇ ▇▇▇▇▇
Chief Executive Officer and
Chairman of the Board
