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January 29, 1999
Dear Stockholder:
Your Board of Directors is pleased to inform you that on January 19, 1999
Audits & Surveys Worldwide, Inc. ("ASW") entered into an Agreement and Plan of
Merger (the "Merger Agreement") among ASW, United News & Media Group Limited,
and United Information Acquisition Corp. ("Purchaser"), providing for the merger
of Purchaser and ASW. As required by the Merger Agreement, Purchaser has
commenced today a tender offer (the "Offer") to purchase all outstanding shares
of ASW Common Stock at a price of $3.24 per share in cash. Following the
completion of the Offer, upon the terms and subject to the conditions of the
Merger Agreement, Purchaser will merge with ASW (the "Merger") and each of the
ASW shares (other than shares owned by ASW, certain affiliates of ASW or
Purchaser or by objecting stockholders) will be converted into the right to
receive in cash the highest price per share paid pursuant to the Offer. As a
result of the Merger, the surviving corporation will be wholly-owned by United
Information Group, Inc., the sole stockholder of Purchaser.
Your Board of Directors has determined that the Offer and the Merger are
fair to and in the best interests of the stockholders of ASW and recommends that
stockholders accept the Offer and tender all of their ASW shares pursuant to the
Offer.
In arriving at its decision, your Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9,
which has been filed with the Securities and Exchange Commission. Among other
things, your Board considered the opinion of its financial advisor, Xxxxx &
Company Incorporated, dated January 14, 1999, that, as of such date, the
consideration to be received pursuant to the Offer and the related Merger is
fair, from a financial point of view, to the stockholders of ASW. The attached
Schedule 14D-9 describes the Board's decision and contains other important
information relating to that decision. We urge you to read it carefully.
Xxxx Xxxxxxx and I have agreed with the Purchaser to tender the shares we
own (about 48.7% of all outstanding shares) pursuant to the Offer.
Accompanying this letter, in addition to the Schedule 14D-9, are the Offer
to Purchase and related materials, including a Letter of Transmittal for use in
tendering shares. These documents set forth the terms and conditions of the
Offer and provide instructions as to how you can tender your shares. I urge you
to read the enclosed materials carefully and consider all the factors set forth
therein before making your decision with respect to the Offer.
I personally, along with the entire Board of Directors, management and
employees of XXX, thank you most sincerely for your loyal support throughout the
years.
Sincerely yours,
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Xxxxxxx Xxxxx, Ph.D.
Chairman of the Board
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