EXHIBIT 6
EXHIBIT 6 TO SCHEDULE 14D-9
October 20, 1998
Elsag Xxxxxx Process Automation N.V.
World Trade Center
Schiphol Boulevard 000
0000 XX Xxxxxxxxxx Xxxxxxxx
Xxx Xxxxxxxxxxx
Dear Stockholder:
I am pleased to inform you that on October 14, 1998, Elsag Xxxxxx Process
Automation N.V. (the "Company") entered into an Acquisition Agreement (the
"Acquisition Agreement") with ABB Transportation Participations B.V., a
corporation organized under the laws of The Netherlands (the "Purchaser").
Pursuant to the Acquisition Agreement, the Purchaser is today commencing a
tender offer (the "Offer") to purchase all issued and outstanding shares of
common stock, par value 1.00 Netherlands Guilders per share, of the Company
(the "Company Shares"), at a price per Company Share of $39.30, net to the
seller in cash, and all of the issued and outstanding 5 1/2% Convertible Trust
Originated Preferred Securities issued by Xxxxx Xxxxxx Financing Trust
("Preferred Securities"), at a price per Preferred Security of $61.21, net to
the seller in cash.
Your Management Board and Supervisory Board, in each case in accordance with
the Company's articles of association and applicable law, have unanimously
determined that the Offer, upon the terms and subject to the conditions set
forth in the Acquisition Agreement, is fair to, and in the best interests of,
the holders of Company Shares, the holders of the Preferred Securities and
other relevant constituencies, the Company's subsidiaries and the enterprises
carried on by the Company and its subsidiaries. Your Management Board and
Supervisory Board also approved the Acquisition Agreement and the transactions
contemplated by the Acquisition Agreement, including the Offer.
ACCORDINGLY, THE MANAGEMENT BOARD AND SUPERVISORY BOARD RECOMMEND THAT
HOLDERS OF COMPANY SHARES AND PREFERRED SECURITIES ACCEPT THE OFFER AND TENDER
THEIR COMPANY SHARES AND PREFERRED SECURITIES THEREUNDER TO THE PURCHASER.
In arriving at this recommendation, the Management Board and Supervisory
Board gave careful consideration to a number of factors which are described in
the enclosed Schedule 14D-9. Among such factors is the opinion of Xxxxxxx
Xxxxx International ("Xxxxxxx Xxxxx"), the Company's financial advisor, that
the cash consideration of $39.30 per Company Share to be received by holders
of Company Shares in the Offer is fair to such holders from a financial point
of view. The full text of the written opinion of Xxxxxxx Xxxxx is attached to
the enclosed Schedule 14D-9 and you are urged to read such opinion in its
entirety.
Also enclosed in the Schedule 14D-9 is the Purchaser's Offer to Purchase and
related materials, including a Letter of Transmittal to be used for tendering
your Company Shares and/or Preferred Securities. These documents set forth the
terms and conditions of the Offer and provide instructions as to how to tender
your securities. We urge you to read the enclosed material and consider this
information carefully.
On Behalf of the Management Board
and Supervisory Board
Sincerely,
/s/ Xxxxxxxx Xxxxxxxxxx
Xxxxxxxx Xxxxxxxxxx
Managing Director &
Chief Executive Officer
