EXHIBIT (a)(10)
GLOBAL MOTORSPORT GROUP, INC.
July 13, 1998
Dear Stockholder:
On behalf of the Board of Directors of Global Motorsport Group, Inc. (the
"Company"), I am pleased to inform you that the Company has entered into an
Amended and Restated Agreement and Plan of Merger, dated as of June 28, 1998,
as amended July 10, 1998 (the "Merger Agreement"), with Fremont Acquisition
Company III, LLC and GMS Acquisition Corp., pursuant to which the Company has
commenced a tender offer (the "Offer") to purchase for cash up to 4,820,000
(the "Tender Offer Number") outstanding shares of its Common Stock, $0.001 per
value per share ("Shares"), at $21.75 per Share, net to seller in cash.
The Merger Agreement provides that if the number of Shares tendered and not
withdrawn prior to the expiration of the Offer is greater than the Tender
Offer Number, then each Share so tendered will receive as consideration a
combination of cash and stock on a pro rata basis. The Merger Agreement also
provides that if the number of Shares tendered and not withdrawn prior to
expiration of the Offer is equal to or greater than a majority of the
outstanding Shares on a fully diluted basis but less than or equal to the
Tender Offer Number, then the Company will pay for all such Shares and the
Company and GMS Acquisition may effect the Merger as described in the enclosed
Offer to Purchase.
The Board of Directors of the Company has unanimously determined that the
Merger Agreement and the transactions contemplated thereby, including the
Offer and the Merger, are fair to, and in the best interests of, the
stockholders. The Board has also unanimously approved the Offer, the Merger
and the Merger Agreement and recommends that stockholders accept the Offer and
tender their Shares to the Company pursuant to the Offer.
In arriving at its decision, the Board gave careful consideration to a
number of factors described in the enclosed Offer to Purchase, which is an
exhibit to the Company's Tender Offer Statement on Schedule 13E-4 being filed
today with the Securities and Exchange Commission. The enclosed Offer to
Purchase describes the Board's decisions and contains other important
information relating to such decisions.
Also accompanying this letter is a Letter of Transmittal to be used for
tendering your Shares. The Offer to Purchase and Letter of Transmittal set
forth the terms and conditions of the Offer and provide instructions as to how
to tender your Shares. We urge you to read the enclosed materials carefully
and consider all factors set forth therein before making your decision with
respect to the Offer.
On behalf of the Board of Directors, management and employees of Global
Motorsport Group, Inc., I thank you for the support you have given the
Company.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Chairman of the Board
