Is There Any Pending Litigation Related to the Tender Offer?
Yes. On July29, 2005, an alleged stockholder of the Company commenced a stockholder class action in California Superior Court in San Francisco against the Company and the Company Board. The lawsuit is captioned Laborers’ Local #231 Pension Fundv. BEI Technologies, Inc., et al., Case No.05-443578. The complaint alleges claims for breach of fiduciary duties in connection with the decision of the Company and the Company Board to enter into the Merger Agreement. In the event that a majority of the Shares are tendered in the Offer, the Company and the individual defendants intend to rely upon the acceptance of the Offer in defense of the claims asserted in the litigation. See Section15. What Is the Market Value of My Shares as of a Recent Date? On July21, 2005, the last trading day before we announced the acquisition, the last sale price of Shares reported on NASDAQ was $29.25 per Share. On August2, 2005, the last trading day before we commenced the Offer, the last sale price of Shares repo
