June 13, 2001
Dear Stockholder:
We are pleased to inform you that, on June 1, 2001, XxXxxxxx.xxx, Inc.
("XxXxxxxx.xxx") entered into an Agreement and Plan of Merger ("Merger
Agreement") with United NewVentures, Inc., a Delaware corporation ("UNV") and
UNV Acquisition Corp. (the "Purchaser"), UNV's wholly owned subsidiary, under
which UNV and Purchaser have agreed to acquire XxXxxxxx.xxx. UNV is a wholly
owned subsidiary of UAL Corporation, the parent corporation of United Air
Lines. Inc.
Pursuant to the Merger Agreement, the Purchaser has commenced a tender offer
for all the outstanding shares of XxXxxxxx.xxx's common stock at a cash
purchase price of $2.60 per share (the "Offer").
Following the successful completion of the Offer, the Purchaser will merge
into XxXxxxxx.xxx (the "Merger"), and XxXxxxxx.xxx will be the surviving
company. Each share not purchased in the Offer will be converted into the
right to receive $2.60 per share in cash in the Merger without interest,
subject to appraisal rights, if any. As a result of the Merger, XxXxxxxx.xxx
will become a wholly owned subsidiary of UNV.
Your Board of Directors, by the unanimous vote of all Directors present at
its special meeting on May 31, 2001, has
. Determined that the Merger Agreement, the Offer and the Merger are fair
to, and in the best interest of, the stockholders of XxXxxxxx.xxx;
. Approved the Merger Agreement, the Offer, the Merger and the other
transactions contemplated thereby;
. Recommended that the stockholders of XxXxxxxx.xxx accept the Offer and
tender their shares; and
. Recommended that the stockholders of XxXxxxxx.xxx approve and adopt the
Merger Agreement and the Merger.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors, which are summarized in the enclosed
Schedule 14D-9 that has been filed today with the Securities and Exchange
Commission. These factors include, among other things, the opinion of
Xxxxxxxxx Xxxxxxxx, dated May 31, 2001, to the effect that, as of that date
and based on and subject to the matters described in the opinion, the
consideration to be received by the stockholders of the Company in the Offer
and the Merger pursuant to the Merger Agreement was fair from a financial
point of view to the stockholders of the Company.
Also enclosed is the Offer prepared by the Purchaser, together with related
materials, and a Letter of Transmittal to be used for tendering your shares.
These materials set forth in detail the terms and conditions of the Offer, and
provide instructions on how to tender your shares. We urge you to read the
Schedule 14D-9 and other enclosed materials carefully, accept the Offer and
approve the Merger between XxXxxxxx.xxx and the Purchaser.
Very truly yours,
[Xxxx Xxxxxxx]
Xxxx Xxxxxxx
Chief Executive Officer and
Chairman of the Board of Directors
