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DePuy Logo
July 27, 1998
To the Stockholders of DePuy, Inc.:
As announced on July 21, 1998, DePuy, Inc. ("DePuy"), Xxxxxxx & Xxxxxxx
("J&J"), the world's most comprehensive and broadly-based manufacturer of health
care products, and LIB Acquisition Corp. ("Purchaser"), a wholly owned
subsidiary of J&J, have executed an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which Purchaser will seek to acquire all outstanding
shares of DePuy (the "Shares") by a tender offer for all of the Shares at a
price of $35 per Share in cash (the "Offer"). Following the successful
completion of the tender offer, upon approval by the required stockholder vote,
Purchaser will be merged with DePuy (the "Merger") and all Shares not purchased
in the tender offer will be converted into the right to receive $35 per share in
cash.
On July 21, 1998, J&J and Xxxxxxxxx also entered into a Stockholder
Agreement with certain stockholders of the Company (the "Stockholders") pursuant
to which each Stockholder has agreed to sell all the Shares that such
Stockholder owns for $35 per Share in cash if Purchaser accepts any Shares for
payment under the Offer. The Stockholders have agreed to tender their Shares
into the Offer. These Shares collectively represent approximately 82.2% of the
outstanding Shares on a fully diluted basis and, after accepting such Shares for
payment pursuant to the Offer, Purchaser will be able to elect a majority of the
members of DePuy's Board of Directors and to effect the Merger without the
affirmative vote of any other stockholder.
YOUR BOARD OF DIRECTORS HAS APPROVED AND FOUND ADVISABLE THE OFFER, THE
MERGER, THE MERGER AGREEMENT AND THE STOCKHOLDER AGREEMENT, DETERMINED THAT THE
TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE
STOCKHOLDERS OF DEPUY, AND RECOMMENDS THAT STOCKHOLDERS OF DEPUY ACCEPT THE
OFFER AND TENDER THEIR SHARES.
Accompanying this letter is a copy of XxXxx'x Solicitation/Recommendation
Statement on Schedule 14D-9 and DePuy's Information Statement pursuant to
Section 14(f). Also enclosed are the Offer to Purchase and related materials of
J&J, including a Letter of Transmittal for use in tendering shares. We urge you
to read all of the enclosed materials carefully.
Bear, Xxxxxxx & Co. Inc. has rendered its opinion that the consideration to
be received by the DePuy stockholders (other than the Stockholders) in the Offer
and the Merger is fair to such stockholders from a financial point of view. This
opinion is attached as an exhibit to the enclosed materials.
The management and directors thank you for the support you have given
DePuy.
Sincerely,
/s/ X. X. Xxxx
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Xxxxx X. Xxxx
Chairman and Chief Executive Officer
