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[ILC Logo]
June 5, 1997
Dear Fellow Stockholder:
By now, most of you probably are aware that Integrated Living Communities,
Inc. entered into a merger agreement providing for the acquisition of ILC by
Whitehall Street Real Estate Limited Partnership VII, a real estate investment
fund affiliated with Xxxxxxx, Xxxxx & Co. Under this agreement, a wholly-owned
subsidiary of Whitehall Street has today commenced a cash tender offer to
purchase all of ILC's outstanding common stock at a price of $11.50 per share in
cash. Following completion of the tender offer, a merger will occur in which all
ILC shares not acquired in the tender offer will be converted into the right to
receive $11.50 per share in cash.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF ILC AND
RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES.
In reaching its conclusion, the Board considered a wide variety of factors,
including the opinion delivered to the Board by Xxxxx Xxxxxx Inc., ILC's
financial advisor, to the effect that, as of the date of the opinion and based
upon and subject to certain matters stated therein, the consideration of $11.50
per share in cash to be received in the Offer and the Merger by ILC stockholders
(other than Whitehall and its affiliates) was fair to such stockholders from a
financial point of view. These factors are described in the attached Schedule
14D-9, which has been filed with the Securities and Exchange Commission. YOU ARE
URGED TO READ THE ENCLOSED DOCUMENTS CAREFULLY.
I, personally, along with the Board of Directors, management and employees
of ILC, thank you sincerely for your support during the relatively short time we
have been a public company. We believe that the Offer and the Merger are in the
best interests of our stockholders and strongly recommend that you accept the
Offer.
Sincerely,
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
President and Chief Executive Officer
24850 Old 41 Road, Suite 10, Bonita Springs, FL 00000-0000
Tel 000 000 0000
