Carnegie Investment Management Makes Announcement.--(BUSINESS WIRE)--Nov. 1, 1999-- The following is an announcement from Carnegie Investment Management, Ltd. This announcement is not an offer to purchase or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell shares. The Offer is made solely by the "Offer to Purchase" dated Monday, November 1, 1999, and the related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where it is required that the Offer be made by a licensed broker, the Offer shall be deemed to be made on behalf of one or more registered brokers licensed under the laws of such jurisdiction. Notice of Offer to Purchase for Cash Shares of Common Stock Representing in the Aggregate 11,340,000 Shares of Common Stock Of Mattel, Inc. At $14.35 Net Per Share of Common Stock By Carnegie Investment Management, Ltd. Carnegie Investment Management, Ltd., a private investment management company incorporated under the laws of the Cayman Islands Cayman Islands (kā`mən), British dependency (2005 est. pop. 44,300), 100 sq mi (259 sq km), comprising three islands in the West Indies. , B.W.I (the "Purchaser"), is offering to purchase for cash shares of Common Stock, no par value (the "Shares"), of Mattel, Inc., a publicly traded stock corporation incorporated under the laws of the state of Delaware (the "Company"), which Shares represent, in the aggregate, up to 11,340,000 Shares at a price of $14.35 per Share, net to the seller in cash and without interest thereon there·on adv. 1. On or upon this, that, or it. 2. Archaic Following that immediately; thereupon. Adv. 1. thereon - on that; "text and commentary thereon" on it, on that , upon the terms and subject to the conditions set forth in the Offer to Purchase dated Monday, November 1, 1999 (the Offer to Purchase) and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"). The Offer is open to all holders of Shares, except those holders of restricted Shares. Each sale of Shares pursuant to the Offer will be settled in U.S. dollars. Carnegie Investment Management, Ltd. is seeking to purchase a total of up to 11,340,000 Shares (3% of the outstanding shares) of the Company. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. TIME ON MONDAY, NOVEMBER 29, 1999, UNLESS THE OFFER IS EXTENDED. The Offer is subject to the following conditions, including (i) there is no substantial change in the financial condition of the company and that there has not been any misrepresentation misrepresentation In law, any false or misleading expression of fact, usually with the intent to deceive or defraud. It most commonly occurs in insurance and real-estate contracts. False advertising may also constitute misrepresentation. . (ii) the absence of any change or circumstance that materially adversely affects the business, assets, financial condition or net worth of the Company or its affiliates or the value of the Shares. The purpose of the Offer is to acquire an equity position in the Company. Carnegie Investment Management, Ltd. currently intends, as soon as practicable after consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the Offer, to seek additional investment opportunity with the goal to increase the equity position in the Company. If any condition to the Offer is not satisfied, the Purchaser may terminate the Offer and return all tendered Shares, or extend the Offer and, subject to withdrawal rights as set forth below, retain all such Shares until the expiration of the Offer as so extended, waive To intentionally or voluntarily relinquish a known right or engage in conduct warranting an inference that a right has been surrendered. For example, an individual is said to waive the right to bring a tort action when he or she renounces the remedy provided by law for such such conditions and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered by the Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. and not withdrawn or delay acceptance for payment for Shares, subject to applicable law, until satisfaction or waiver The voluntary surrender of a known right; conduct supporting an inference that a particular right has been relinquished. The term waiver is used in many legal contexts. of the conditions to the Offer. If Shares representing in the aggregate more than 11,340,000 Shares are validly tendered by the Expiration Date and not withdrawn, the Purchaser will, upon the terms and subject to the conditions of the Offer purchase such Shares provided the aggregate amount of Shares have not exceeded 5% (18,900,000 Shares) of (the outstanding Shares of) the Company. This Offer is being made on a "First Come, First Serve basis". If not more than 11,340,000 Shares are validly tendered by the Expiration Date and not withdrawn, the Purchaser will, upon the terms and subject to the conditions of the Offer, purchase all Shares so tendered and not withdrawn. Due to the difficulty of determining the number of Shares validly tendered and not withdrawn, the Purchaser does not expect to be able to announce the final results of the Offer until at least or up to 20 New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. after the Expiration Date. Preliminary results of the Offer will be announced by notice as promptly as practicable after such date. The Information Agent will be the primary source of information for this Offer. Additionally, Holders of Shares may obtain preliminary information from the Transfer Agent and may be able to obtain such information from their brokers. The Purchaser will not pay for any Shares pursuant to final results. Tendering holders of Shares will not be obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to pay brokerage fees or commissions. For purposes of the Offer, the Purchaser shall be deemed to have accepted for payment Shares validly tendered and not properly withdrawn if, as and when the Purchaser gives written notice to the Receiving Agent of the Purchaser's acceptance of such shares. In all cases, payment for Shares pursuant to the Offer will be made by deposit of the purchase price therefor there·for adv. For that: ordering goods and enclosing payment therefor. Adv. 1. therefor with the Receiving Agent which will act as agent for tendering holders of Shares and for the purpose of receiving payment from the Purchaser and transmitting payments to such tendering holders of Shares and whose Shares have been accepted for payment pursuant to the Offer. In all cases, payment for tendered Shares will be made only after timely receipt by the Receiving Agent of (i) documents evidencing ownership of Shares, i.e. stock certificates, (ii) signed stock power with number of Shares in blank Absent limitation or restriction. The term in blank is used in reference to negotiable instruments, such as checks or promissory notes. When such Commercial Paper is endorsed in blank, the designated payee signs his or her name only. and power of attorney to complete such a transaction in the manner provided according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the Offer (iii) all and any other requisite documents evidencing ownership. Under no circumstance will interest be paid on the purchase price for the tendered Shares, regardless of any delay in making such payment or extension of the Expiration Date. The term "Expiration Date" shall mean 5:00 P.M. New York City time, on Monday, November 29, 1999, unless the Purchaser shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by the Purchaser, shall expire. The Purchaser expressly reserves the right, in its sole discretion, at any time or from time to time, to extend for any reason the period of time during which the Offer is open, including upon the occurrence of any material events, as stated above and thereby delay acceptance for payment of, or payment for, any Shares, by giving written notice of such extension to the Receiving Agent. Any such extension will be followed as promptly as practicable by public announcement thereof. Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration date. Thereafter, such tenders are irrevocable Unable to cancel or recall; that which is unalterable or irreversible. IRREVOCABLE. That which cannot be revoked. 2. A will may at all times be revoked by the same person who made it, he having a disposing mind; but the moment the testator is . To be effective, a written, telegraphic tel·e·graph·ic also tel·e·graph·i·cal adj. 1. Of, relating to, or transmitted by telegraph. 2. Brief or concise: a telegraphic style of writing. , telex telex: see telegraph. telex International telegraphic message-transfer service consisting of a network of teleprinters. Subscribers to a telex service can exchange textual communications and data directly with one another. or facsimile transmission notice of withdrawal must be timely received by the Receiving Agent at its address set forth in the Offer to Purchase. It must specify the name of person, corporation, institution, group or trust who tendered the shares to be withdrawn and the number of shares and the name of the registered holder of shares if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Receiving Agent, a signed notice of withdrawal with signatures guaranteed by an eligible Institution must be submitted prior to the release. In addition, such notice must specify in the case of shares tendered by delivery of certificate, the name of the registered holder (if different from that of the tendering shareholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the name and number of the account at one of the book-entry transfer facilities to be credited with the withdrawn Shares. None of Purchaser, Information Agent, Transfer Agent and Receiving Agent or any other person will be under any duty to give notification of any defect or irregularity A defect, failure, or mistake in a legal proceeding or lawsuit; a departure from a prescribed rule or regulation. An irregularity is not an unlawful act, however, in certain instances, it is sufficiently serious to render a lawsuit invalid. in any notice of withdrawal or incur any liability for failure to give any such notification. The information required to be disclosed by paragraph (e)(1)(vii) of Rule 14d-6 under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated herein by reference. A request has been made to the Transfer Agent to secure the use of the Company's stockholder registry and security position listings for the purpose of disseminating dis·sem·i·nate v. dis·sem·i·nat·ed, dis·sem·i·nat·ing, dis·sem·i·nates v.tr. 1. To scatter widely, as in sowing seed. 2. the Offer to holders of Shares. The Offer to Purchase and the Letter of Transmittal and any other relevant materials will be mailed promptly to record holders of Shares and will be furnished fur·nish tr.v. fur·nished, fur·nish·ing, fur·nish·es 1. To equip with what is needed, especially to provide furniture for. 2. to brokers, dealers, commercial banks, trust companies and similar persons whose names or the names of whose nominees appear on the stockholder lists, or if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of Shares. -0-
The Information Agent for the Offer is:
LMC ASSETS CORP.
1429 Walnut Street Suite 1100
Philadelphia, PA 19102
215/569-0059
The Transfer Agent for the Offer is:
Bank of Boston, N. A.
co/Equiserve Limited Partnership
P. O. Box 8040
Boston, Massachusetts 02266-8040
800/730-4001
The Receiving Agent for the Offer is
Carnegie Investment Management, Ltd.
P.O. Box 30592 SMB
Cayside, 2nd Floor
Georgetown, Grand Cayman
Cayman Islands, B.W.I.
877/409-9112
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