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Exhibit (a)(5)
XXXXX CORPORATION LOGO
September 8, 2000
To Our Shareholders:
On behalf of the Board of Directors of Xxxxx Corporation (the "Company"), I
am pleased to inform you that on August 30, 2000, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Xxxxxxx Papers Ltd.
("Xxxxxxx") and its subsidiary, Xxxxxxx Acquisition Corp. (the "Purchaser").
Pursuant to the Merger Agreement, the Purchaser has today commenced a cash
tender offer (the "Offer") to purchase all of the outstanding shares of Common
Stock of the Company at $4.00 per share, net to the seller in cash, subject to
the terms and conditions in the Offer to Purchase, which is included in the
package of documents of which this letter is a part.
Pursuant to the Merger Agreement, the Offer will be followed by a merger
(the "Merger") in which any untendered shares of Common Stock of the Company
(except for any shares owned by Xxxxxxx, the Purchaser, the Company, or any
subsidiary of Xxxxxxx, the Purchaser or the Company, or as to which the holder
has properly exercised dissenters' rights of appraisal) will be converted into
the right to receive $4.00 in cash, without interest.
THE COMPANY'S BOARD OF DIRECTORS (BY THE UNANIMOUS VOTE OF ALL DIRECTORS
PRESENT AT A MEETING HELD ON AUGUST 30, 2000) HAS (I) DETERMINED THAT THE MERGER
IS ADVISABLE AND THAT THE TERMS OF THE OFFER AND MERGER ARE FAIR TO, AND IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS, (II) APPROVED THE OFFER AND
THE MERGER, AND ADOPTED AND APPROVED THE MERGER AGREEMENT AND (III) RECOMMENDED
THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND, IF APPROVAL IS REQUIRED BY
APPLICABLE LAW, APPROVE THE MERGER AND APPROVE AND ADOPT THE MERGER AGREEMENT.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission.
The Offer to Purchase together with related materials, including a Letter
of Transmittal to be used for tendering your shares in the Offer, are also
contained in the package of documents of which this letter and the attached
Schedule 14D-9 are a part. 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.
Sincerely,
/s/ Xxxxxx XxxXxxxxx
Xxxxxx XxxXxxxxx
Chairman of the Board, President and Chief Executive Officer
