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[Conning Letterhead]
Conning Corporation
000 Xxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
March 20, 2000
Dear Stockholder:
On March 9, 2000, Conning Corporation ("Conning"), Metropolitan Life
Insurance Company, a New York life insurance company ("MetLife"), and CC Merger
Sub Inc., a Missouri corporation and an indirect wholly owned subsidiary of
MetLife ("Purchaser"), entered into a merger agreement providing for the
acquisition of all of the common stock of Conning not already controlled by
MetLife at $12.50 per share, net to the seller in cash (less any required
withholding taxes), without interest thereon.
Purchaser has today commenced a cash tender offer for all shares of Conning
common stock, other than shares controlled by MetLife, at a price of $12.50 per
share, net to the seller in cash (less any required withholding taxes), without
interest thereon. The merger agreement provides that, following the tender
offer, Purchaser will merge with and into Conning and any remaining shares of
common stock of Conning not already controlled by MetLife will be converted into
the right to receive $12.50 per share in cash, or any higher price paid per
share in the tender offer, without interest.
At a meeting on March 9, 2000, your Board of Directors (the "Board"), by
unanimous vote of all directors other than Xx. Xxxxxxx X. Xxxxx (who abstained
from voting because of his positions as an officer of MetLife and of a MetLife
subsidiary), based on, among other things, the recommendation of a Special
Committee comprised of Conning's sole independent director, (i) determined that
the tender offer and the merger are fair to, advisable and in the best interests
of Conning and its stockholders; (ii) approved the tender offer and the merger
agreement and the transactions contemplated thereby; and (iii) recommended
acceptance of the tender offer and approval of the merger agreement by Xxxxxxx's
stockholders.
In arriving at its recommendation, the Board gave careful consideration to
the factors described in the enclosed tender offer materials and Xxxxxxx's
Solicitation/Recommendation Statement on Schedule 14D-9. Included as Annex A to
the Schedule 14D-9 is the written opinion, dated March 9, 2000, of Xxxxxxx Xxxxx
Xxxxxx Inc., the Special Committee's financial advisor, to the effect that, as
of that date and based on and subject to the matters described in the opinion,
the price per share of $12.50 to be received by the holders of shares of Conning
common stock, other than MetLife and its affiliates, in the tender offer and the
merger, was fair, from a financial point of view, to those holders.
Enclosed for your consideration are copies of the tender offer materials
and Conning's Solicitation/ Recommendation Statement on Schedule 14D-9, which
are being filed today with the Securities and Exchange Commission. These
documents should be read carefully.
Sincerely,
Xxxxx X. Xxxxxxxx signature
Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
