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EXHIBIT 4
[AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION LOGO]
To Our Shareholders:
I am pleased to inform you that, on March 27, 1998, Ameriwood Industries
International Corporation (the "Company") entered into an Agreement and Plan of
Merger (the "Agreement") with Horizon Acquisition, Inc. ("Purchaser"), a
wholly-owned subsidiary of Dorel Industries Inc. ("Parent"), pursuant to which
Purchaser has commenced a cash tender offer (the "Offer") to purchase all of the
Company's outstanding shares of common stock, including the associated common
share purchase rights (the "Shares"), at a price of $9.625 per Share, net to the
seller in cash, without interest. Under the Agreement, the Offer will be
followed by a merger (the "Merger") in which any remaining Shares of the
Company's common stock will be converted into the right to receive the same cash
consideration per Share as is paid to shareholders in the Offer.
The Board of Directors of the Company has unanimously approved the
Agreement, the Offer and the Merger, and has determined that each of the Offer
and the Merger is fair to, and in the best interests of, the Company and its
shareholders. The Board unanimously recommends that all shareholders of the
Company accept the Offer and tender their Shares pursuant to the Offer.
In arriving at its determination and recommendation, the Board gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including the opinion, dated March 27, 1998, of ABN AMRO
Incorporated, the Company's financial advisor, that, as of such date, the $9.625
per Share cash consideration to be received by the holders of the Shares in the
Offer and the Merger is fair to such holders, from a financial point of view.
Additional information with respect to the Board's decision and its actions
is contained in the enclosed Schedule 14D-9. In addition, enclosed is the Offer
to Purchase dated April 3, 1998, together with related materials, including a
Letter of Transmittal, to be used for tendering your Shares pursuant to the
Offer. These documents state the terms and conditions of the Offer and the
Merger, provide detailed information about the transactions and include
instructions as to how to tender your Shares. We urge you to read these
documents carefully.
I appreciate very much the opportunity I have had to serve as the Chairman
of the Board of Directors of the Company. I hope you are as pleased as I am that
your investment in the Company has led to the opportunity afforded by the Offer.
Sincerely,
/s/ XXXX X. XXXXX
Xxxx X. Xxxxx
Chairman of the Board
Ameriwood Industries
International Corporation
000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxx Xxxxxx, XX 00000 616 - 336 - 9400
FAX: 616 - 336 - 9401
