MYERS HOLDINGS CORPORATION
Exhibit 99.1
XXXXX HOLDINGS CORPORATION
April 3, 2008
Xxxxx Industries, Inc.
0000 Xxxxx Xxxx Xxxxxx
Xxxxx, Xxxx 00000
Attention: Xxxx X. Xxx
0000 Xxxxx Xxxx Xxxxxx
Xxxxx, Xxxx 00000
Attention: Xxxx X. Xxx
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of April 24, 2007 (the “Merger
Agreement”), by and among Xxxxx Holdings Corporation (f/k/a MYEH Corporation)
(“Parent”), Xxxxx Acquisition Corporation (f/k/a MYEH Acquisition Corporation)
(“MergerCo”) and Xxxxx Industries, Inc. (the “Company”), as amended by that certain
letter agreement, by and among Parent, MergerCo and the Company, dated December 9, 2007 (the
“December 9 Letter Agreement”). All capitalized terms in this letter agreement (this
“Letter Agreement”) not defined herein have the meanings ascribed to such terms in the
Merger Agreement.
Based on our review of the business of the Company and the industries in which the Company
operates, each of Parent and MergerCo has determined that it does not desire to proceed with the
transactions contemplated by the Merger Agreement. As a result, we would like your agreement to
terminate the Merger Agreement pursuant to Section 8.1 thereof. By signing below, you agree that
as of the date hereof, (i) the Merger Agreement is hereby terminated and is void and of no further
force and effect, with no liability on the part of any party to the Merger Agreement (or any
shareholder, director, officer, employee, agent or Representative of such party) and (ii) sections
1, 3, 5, 9 and 14 of the December 9 Letter Agreement are hereby terminated and are void and of no
further force and effect, with no liability on the part of any party to the December 9 Letter
Agreement (or any shareholder, director, officer, employee, agent or Representative of such party)
with respect to such sections of the December 9 Letter Agreement.
[Signature page follows.]
Please indicate your acceptance of the terms of this Letter Agreement by returning a signed copy to
Parent and MergerCo.
Sincerely, Xxxxx Holdings Corporation |
||||
By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Vice President | |||
Xxxxx Acquisition Corporation |
||||
By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Vice President | |||
Accepted and agreed as of
the date first written above:
Xxxxx Industries, Inc. | ||||
By:
|
/s/ Xxxx X. Xxx | |||
Name: Xxxx X. Xxx | ||||
Title: President and Chief Executive Officer |