ALBA-WALDENSIAN, INC.
Post Office Box 000
000 Xx. Xxxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxx Xxxxxxxx 00000
November 12, 1999
To our Stockholders:
On behalf of your Board of Directors, I am pleased to inform you that
on November 8, 1999, Alba-Waldensian, Inc. ("Alba-Waldensian") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with AWS Acquisition
Corp., a Delaware corporation ("Purchaser"), and Tefron U.S. Holdings Corp., a
Delaware corporation ("Parent"). Purchaser is a wholly-owned subsidiary of
Parent, and Parent is a wholly-owned subsidiary of Tefron, Ltd., a New York
Stock Exchange listed company. The Merger Agreement provides for the acquisition
of Alba-Waldensian by Parent.
Pursuant to the Merger Agreement, Purchaser has commenced a tender
offer (the "Offer") to purchase all of the outstanding shares of
Alba-Waldensian's Common Stock at a purchase price of $18.50 per share, net to
the seller in cash, without interest. The Offer is currently scheduled to expire
at 12:00 midnight, New York City time, on Monday, December 13, 1999, unless the
Offer is extended.
Following the successful completion of the Offer, upon the terms and
subject to the conditions contained in the Merger Agreement, Purchaser will
merge with and into Alba-Waldensian (the "Merger"), and all shares of
Alba-Waldensian's Common Stock not purchased in the Offer will be converted into
the right to receive, without interest, an amount in cash equal to the amount
paid pursuant to the Offer.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT,
THE OFFER AND THE MERGER, DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER
ARE FAIR TO, AND IN THE BEST INTERESTS OF, ALBA-WALDENSIAN'S STOCKHOLDERS AND
UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
COMMON STOCK PURSUANT TO THE OFFER.
In arriving at its decision, the Board gave careful consideration to a
number of factors described in the attached Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") that is being filed today
with the Securities and Exchange Commission. Among other things, the Board
considered the opinion dated November 8, 1999 of Xxxxxxx Xxxxx & Company,
Alba-Waldensian's financial advisor, that, as of such date, and subject to the
conditions and limitations set forth therein, the consideration to be received
by the holders of Alba-Waldensian's Common Stock pursuant to the Merger
Agreement is fair to such holders from a financial point of view.
Accompanying this letter, in addition to the Schedule 14D-9, is the
Purchaser's Offer to Purchase, dated November 12, 1999, together with related
materials including a Letter of Transmittal to be used for tendering your
Alba-Waldensian Common Stock. These documents set forth the terms and conditions
of the Offer and the Merger and provide instructions as to how you can tender
your Alba-Waldensian Common Stock.
WE URGE YOU TO READ EACH OF THE ENCLOSED MATERIALS CAREFULLY.
The Board of Directors and management thank you for the support you
have given Alba-Waldensian.
Very truly yours,
XXXXX XX. XXXXX
Chairman
