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EXHIBIT (a)(10)
[Logo of NovaCare Employee Services, Inc.]
September 15, 1999
Dear Stockholder:
As you may be aware, on September 8, 1999, NovaCare Employee Services, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Plato Holdings, Inc., a Delaware corporation ("Parent"), and
its wholly owned subsidiary, New Plato Acquisition, Inc. ("Purchaser"), pursuant
to which Purchaser has agreed to commence a tender offer (the "Offer") for all
of the issued and outstanding shares of the common stock, $.01 par value (the
"Shares"), of the Company for a cash price of $2.50 per Share (the "Offer
Price"). The Merger Agreement provides that, following completion of the Offer,
Parent will cause Purchaser to merge (the "Merger") with and into the Company
and any Shares that are not acquired through the Offer will be converted in the
Merger into the right to receive the same consideration as is paid in the Offer.
THE BOARD OF DIRECTORS UNANIMOUSLY HAS DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS
STOCKHOLDERS, HAS APPROVED THE OFFER, THE MERGER AGREEMENT AND THE MERGER AND
RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES PURSUANT TO THE
OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors as described in the enclosed Schedule
14D-9, including the opinion of CIBC World Markets Corp. to the effect that, as
of the date thereof and based upon and subject to certain matters and conditions
set forth in such opinion, the Offer Price of $2.50 per Share, net to the seller
in cash, to be received by the Company's stockholders (other than Parent and
Purchaser, any affiliates of Parent or Purchaser, NovaCare, Inc. and its
affiliates and Company stockholders properly perfecting dissenters' rights) in
the Offer and the Merger, is fair, from a financial point of view, to such
holders. We urge you to read the enclosed Schedule 14D-9 and the related offer
materials carefully.
On behalf of the Company's Board of Directors, I thank you for the support
you have given to the Company over the years.
Sincerely,
/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President and Chief
Executive Officer
