* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Intel Corporation, Wind River Systems Inc. (the "Issuer") and APC II Acquisition Corporation, a subsidiary of Intel Corporation ("APC II"), entered into an Agreement and Plan of Merger, dated as of June 4, 2009, pursuant to which APC II commenced a tender offer (the "Offer") to acquire the outstanding shares of common stock of the Issuer. Upon consummation of the Offer, the Issuer will merge with APC II. On July 10, 2009, APC II acquired approximately 68,475,679 of the Issuer's common stock. Intel Corporation may be deemed to be the beneficial owner of such shares of common stock of the Issuer held by APC II. (Continued in footnote 2) |
(2) |
Intel Corporation disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, Intel Corporation is the beneficial owner of all such shares of common stock covered by this statement. |
(3) |
Intel Corporation, APC II, and certain stockholders of the Issuer (the "Stockholders") entered into a Tender and Support Agreement, dated as of June 4, 2009, pursuant to which the Stockholders agreed to tender their shares of common stock of the Issuer as promptly as practicable after receipt by such Stockholders of all documents or instruments required to be delivered pursuant to the terms of the Offer. Intel Corporation has no pecuniary interest in the shares held by the Stockholders and expressly disclaims beneficial ownership of any shares covered by the Tender and Support Agreement. |