THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE DATED
JUNE 7, 1999, AND THE RELATED LETTER OF TRANSMITTAL, 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 THE ACCEPTANCE THEREOF
WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
$44 NET PER SHARE
INTEL LMH ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
Intel LMH Acquisition Corporation, a New Jersey corporation ("Purchaser") and a wholly owned subsidiary of
Intel Corporation, a Delaware corporation ("Intel"), is offering to purchase all outstanding shares of common
stock, no par value (the "Shares"), of Dialogic Corporation, a New Jersey corporation (the "Company"), at $44
per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase
dated June 7, 1999 and in the related Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, JULY 2, 1999, UNLESS EXTENDED.
The Offer is conditioned upon, among other things, the satisfaction or waiver of certain conditions to the
obligations of Purchaser, Intel and the Company, including (i) there being validly tendered and not withdrawn
prior to the expiration of the Offer such number of Shares that would constitute at least a majority of the
outstanding Shares (determined on a fully diluted basis) (the "Minimum Condition") and (ii) the receipt by
Purchaser, Intel and the Company of certain governmental and regulatory approvals.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 31, 1999 (the "Merger