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EXHIBIT (c)(10)
INVESTMENT BANKING DIVISION
PaineWebber Incorporated
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
000 000-0000
[PaineWebber LOGO]
December 19, 1995
Board of Directors
CIMCO, Inc.
000 Xxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Gentlemen:
CIMCO, Inc. ("CIMCO" or the "Company") proposes to enter into an Agreement
and Plan of Merger (the "Agreement") with M.A. Xxxxx Company ("Parent") and
Hanwest, Inc., a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to
the Agreement: (i) Purchaser will make a tender offer (the "Offer") for all of
the outstanding shares of common stock, par value $.01 per share ("Common
Stock") of the Company at $10.50 per share in cash (the "Consideration") and
(ii) following completion of the Offer, each issued and outstanding share of
Common Stock (other than shares owned by Parent and its affiliates) will be
converted in a merger (the "Merger" and, together with the Offer, the
"Transaction") solely into the right to receive the Consideration.
You have asked us whether or not, in our opinion, the Consideration is
fair, from a financial point of view, to the holders of Common Stock (other than
Parent and its affiliates).
In arriving at the opinion set forth below, we have, among other things:
(1) Reviewed, among other public information, the Company's Annual Reports,
Forms 10-K and related financial information for the three fiscal years
ended April 30, 1995, the Company's Form 10-Q, the related unaudited
financial information for the three months ended July 31, 1995, and
preliminary unaudited financial information for the six months ended
October 31, 1995 provided by management;
(2) Reviewed certain information, including financial forecasts for the
fiscal year ending April 30, 1996, relating to the business, earnings,
cash flow, assets and prospects of the Company, furnished to us by the
Company;
(3) Conducted discussions with members of senior management of the Company
concerning its businesses and prospects and conducted site visits of
certain CIMCO facilities;
(4) Reviewed the historical market prices and trading activity for the
Common Stock and compared such price and trading history with that of
certain other publicly traded companies which we deemed relevant;
(5) Compared the financial position and operating results of the Company
with those of certain other publicly traded companies which we deemed
relevant;
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(6) Reviewed the proposed financial terms of the Transaction and compared
such terms with the financial terms of certain other mergers and
acquisitions which we deemed relevant;
(7) Reviewed the draft Merger Agreement dated December 12, 1995; and
(8) Reviewed such other financial studies and analyses and performed such
other investigations and took into account such other matters as we
deemed appropriate, including our assessment of general economic,
market and monetary conditions.
In preparing our opinion, we have relied on the accuracy and completeness
of all information that was publicly available or supplied or otherwise
communicated to us by or on behalf of the Company, and we have not assumed any
responsibility for independent verification of such information or undertaken an
independent evaluation or appraisal of the assets or liabilities (contingent or
otherwise) of the Company and have assumed that all material assets and
liabilities (contingent or otherwise, known or unknown) are as set forth on the
Company's financial statements. We have assumed that the financial forecasts
examined by us were reasonably prepared on bases reflecting the best currently
available estimates and good faith judgments of the Company's management as to
the future performance of the Company. We understand that financial forecasts
relating to periods after fiscal year 1996 have not been, and will not be,
prepared by the Company's management. Accordingly, with your consent, in
connection with our opinion we have not conducted certain analyses, including
discounted cash flow analysis, which would require such long-term forecasts, and
our opinion is necessarily limited thereby. We have, at the request of the
Company, solicited third party indications of interest with respect to the
acquisition of all or a portion of the Company. Our opinion is based on
regulatory, economic, monetary and market conditions existing on the date
hereof.
Our opinion is directed to the Board of Directors and does not constitute a
recommendation to any shareholder of the Company as to whether or not any such
shareholder should tender his or her shares pursuant to the Offer or approve the
Merger. Our opinion does not address the relative merits of the Transaction and
any other potential transactions or business strategies discussed by the Board
of Directors of the Company or the Special Committee thereof as alternatives to
the Transaction or the decision of the Board of Directors of the Company to
proceed with the Transaction.
This opinion has been prepared solely for the use of the Board of Directors
of the Company and shall not be reproduced, summarized, described or referred
to, or given to any other person or otherwise made public without the prior
written consent of PaineWebber Incorporated; provided, however, that this letter
may be reproduced in full in the Schedule 14D-9 to be filed with the Securities
and Exchange Commission in connection with the Offer.
PaineWebber Incorporated is currently acting as financial advisor to the
Special Committee of the Board of Directors of the Company and will receive a
fee upon delivery of this opinion and upon consummation of the Offer.
In the ordinary course of our business, we may trade the securities of the
Company for our own account and for the accounts of our customers and,
accordingly, may at any time hold long or short positions in such securities.
On the basis of, and subject to the foregoing, we are of the opinion that,
as of the date hereof, the Consideration is fair, from a financial point of
view, to the holders of Common Stock (other than Parent and its affiliates).
Very truly yours,
PAINEWEBBER INCORPORATED
