Dear Stockholder:
September 18,
2006
Dear Stockholder:
We are pleased to inform you that on September 5, 2006,
Click Commerce, Inc. (“Click Commerce”) entered into
an Agreement and Plan of Merger (the “Merger
Agreement”) with Illinois Tool Works Inc. (“ITW”)
and ITW Leap Corp. (the “Purchaser”), a wholly owned
subsidiary of ITW. As provided in the Merger Agreement, the
Purchaser today commenced a tender offer (the “Offer”)
to purchase all outstanding shares of Click Commerce’s
common stock (the “Shares”) at a price of $22.75 per
share, net to the seller in cash, without interest thereon (the
“Offer Price”). The Offer is subject to the terms and
conditions in the Purchaser’s Offer to Purchase and the
related Letter of Transmittal that are included in the
Purchaser’s offering materials. As provided in the Merger
Agreement and subject to the satisfaction or waiver of certain
conditions, the Offer will be followed by a merger (the
“Merger”) of the Purchaser with and into Click
Commerce, and all Shares not purchased in the Offer (other than
Shares held by ITW and its subsidiaries, by dissenting
stockholders or by Click Commerce) will be converted into the
right to receive the same price per Share as stockholders
received in the Offer.
Your Board of Directors unanimously approved the Merger
Agreement, the Offer and the Merger and has determined that the
terms of each are fair to, and in the best interests of, Click
Commerce and its stockholders. Accordingly, the Board recommends
that stockholders accept the Offer and tender their Shares in
the Offer. In arriving at its recommendation, the Board gave
careful consideration, over an extended period of time, to a
number of factors including the opinion received by the Board
from Xxxxxx Xxxxxxx & Co. Incorporated, Click
Commerce’s financial advisor, that, as of the date of such
opinion and based upon and subject to certain considerations and
assumptions stated therein, the Offer Price of $22.75 per share
in cash is fair from a financial point of view to the holders of
Click Commerce common stock.
Attached is a copy of the
Schedule 14D-9
filed by Click Commerce with the Securities and Exchange
Commission. The
Schedule 14D-9
describes the reasons for your Board of Directors’
recommendation and contains other important information relating
to the Offer. Also enclosed is the Offer to Purchase, dated
September 18, 2006, of the Purchaser, 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
on how to tender your Shares. We urge you to read the
Schedule 14D-9
and the enclosed materials carefully.
Sincerely,
Xxxxxxx X. Xxxxx, Xx.
Chief Executive Officer and Chairman
