1
LOGO
April 21, 1998
To Our Stockholders:
I am pleased to inform you that Simulation Sciences Inc. ("SimSci"), Xxxxx
plc ("Xxxxx"), S Acquisition Corp. ("Offeror"), an indirect wholly owned
subsidiary of Xxxxx, and S Sub Corp., a wholly owned subsidiary of Offeror
("Merger Sub"), have entered into an Agreement and Plan of Merger dated April
15, 1998 (the "Merger Agreement") pursuant to which Offeror has commenced a cash
tender offer (the "Offer") to purchase all of the outstanding shares of SimSci
common stock (the "Shares") for $10.00 per share. Under the Merger Agreement,
the Offer, if consummated, will be followed by a merger of Merger Sub into
SimSci (the "Merger") in which any remaining Shares (other than Shares as to
which appraisal rights have been properly exercised and perfected, Shares held
in treasury by SimSci or Shares owned by Offeror or its affiliates) will be
converted into the right to receive $10.00 per Share in cash, without interest.
Your Board of Directors has unanimously determined that the Offer and the
Merger are fair to and in the best interests of SimSci stockholders and
recommends that stockholders accept the Offer and tender their Shares pursuant
to the Offer. You are encouraged to consult with your financial or tax advisor
regarding the impact thereof on you prior to tendering your Shares in the Offer
or voting to approve the Merger.
In arriving at its recommendations, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that has been filed with the Securities and Exchange Commission, including,
among other things, the opinion of Xxxx Xxxxxxxx Xxxxxxx, a division of Xxxx
Xxxxxxxx Incorporated, the financial advisor retained by the Board of Directors,
to the effect that the $10.00 in cash to be received by the holders of Shares in
the Offer and Merger is fair to such holders from a financial point of view.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated April 21, 1998, of Offeror, together
with related materials, including a Letter of Transmittal to be used for
tendering your Shares. These documents set forth 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 the enclosed material carefully.
Sincerely,
LOGO
Xxxxxxx X. Xxxxxx
Chairman of the Board, President
And Chief Executive Officer
SIMULATION SCIENCES INC.
000 XXXXXXXX XXX.
SUITE 100
BREA, CA 92823, USA
PHONE: (000) 000-0000
FAX: (000) 000-0000
BREA - HOUSTON - PHILADELPHIA - MANCHESTER - MANNHEIM - TOKYO - CARACAS - SINGAPORE - CAIRO XXXX://XXX.XXXXXX.XXX
