Fellow Stockholders:
Exhibit
(a)(1)(G)
![GENTEK LOGO](https://www.sec.gov/Archives/edgar/data/1077552/000095012309047817/y79457y7945702.gif)
October 2, 2009
Fellow Stockholders:
We are pleased to inform you that on September 28, 2009,
GenTek Inc. (“GenTek”) entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with ASP GT
Holding Corp., a Delaware corporation (“Parent”) and
ASP GT Acquisition Corp., a Delaware corporation
(“Purchaser”) and a wholly owned subsidiary of Parent.
Under the terms of the Merger Agreement, Purchaser has commenced
a tender offer to purchase all of GenTek’s issued and
outstanding shares of common stock at a price of $38.00 per
share, net to tendering shareholders in cash, without interest
and less any applicable tax withholdings.
The tender offer is conditioned upon, among other things,
(i) a majority of the shares of GenTek’s common stock
then outstanding (determined on a fully diluted basis) and no
less than a majority of the voting power of the shares of
capital stock of GenTek then outstanding (determined on a fully
diluted basis) and entitled to vote in the election of directors
or (if a greater majority) upon the adoption of the Merger
Agreement and approval of the merger, being validly tendered and
not properly withdrawn prior to the expiration of the tender
offer (ii) the expiration or termination of all statutory
waiting periods (and any extensions thereof) applicable to the
tender offer under the
Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended, and
(iii) the receipt of any other required governmental
approvals, the lapse of any waiting periods (or extensions
thereof) and the making of any mandated filings, either
unconditionally or on terms reasonably satisfactory to Parent.
Unless extended, the tender offer is scheduled to expire at
12:00 o’clock midnight, New York City time, on
October 27, 2009. Following the successful completion of
the tender offer, Purchaser will be merged with and into GenTek,
and GenTek will become a wholly owned subsidiary of Parent. All
of the shares of GenTek common stock not purchased in the tender
offer (other than shares held by Parent and any of its
subsidiaries, including Purchaser, and, if applicable,
dissenting shareholders) will be converted in the merger into
the right to receive the same consideration paid in the tender
offer, without interest.
GenTek’s Board of Directors has unanimously:
(i) determined that the Merger Agreement and the
transactions contemplated thereby, are fair to, and in the best
interests of, GenTek and the stockholders of GenTek and
(ii) duly approved and declared advisable the Merger
Agreement and the transactions contemplated thereby, including
the merger and the tender offer. Accordingly, XxxXxx’s
Board of Directors recommends that you tender your shares of
GenTek common stock to Purchaser pursuant to the tender
offer.
In arriving at its recommendations, GenTek’s Board of
Directors gave careful consideration to a number of factors that
are described in the enclosed Solicitation/Recommendation
Statement on
Schedule 14D-9,
including, among other things, the opinion of Moelis &
Company L.L.C. to the effect that, based upon and subject to the
limitations set forth in such opinion, as of the date of such
opinion, the consideration to be received in the tender offer
and the merger by GenTek shareholders, other than Parent and its
affiliates, pursuant to the terms and subject to the conditions
set forth in the Merger Agreement, is fair from a financial
point of view to such holders.
In addition, Purchaser’s Offer to Purchase and related
materials, including a letter of transmittal for use in
tendering your shares of common stock were mailed to you on or
about September 29, 2009. These documents set forth the
terms and conditions of Purchaser’s tender offer and
provide instructions as to how to tender your shares of common
stock. We urge you to read each of the materials carefully and
in their entirety.
Very truly yours,
![WILLIAM REDMOND SIGNATURE](https://www.sec.gov/Archives/edgar/data/1077552/000095012309047817/y79457y7945703.gif)
Xxxxxxx X. Xxxxxxx, Xx.
President and Chief Executive Officer