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[BRITE LETTERHEAD] EXHIBIT 4
May 3, 1999
Dear Stockholders:
We are very pleased to inform you that on April 27, 1999, Brite Voice
Systems, Inc. (the "Company") entered into an Acquisition Agreement and Plan of
Merger with InterVoice, Inc. (the "Merger Agreement"), pursuant to which
InterVoice Acquisition Subsidiary III, Inc., a wholly-owned subsidiary of
InterVoice, Inc., today commenced a cash tender offer for 9,158,155 outstanding
shares of the Company's common stock at a price of $13.40 per share. Following
completion of this offer, upon the terms and subject to the conditions of the
Merger Agreement, InterVoice Acquisition Subsidiary III, Inc. will be merged
with and into the Company, and each of the shares of the Company's stock not
owned by the Company or by dissenting stockholders will be cancelled and
converted into the right to receive the merger consideration (in the form of
common stock of InterVoice, Inc. or, in certain circumstances, a combination of
cash and common stock of InterVoice, Inc.) calculated and paid pursuant to the
Merger Agreement.
Your Board of Directors unanimously approved the Merger Agreement, has
determined that the offer is fair and in the best interests of the Company and
its stockholders and recommends that stockholders accept the offer and tender
their shares pursuant to the offer.
In arriving at its determination, your Board of Directors considered a
number of factors described in the attached Schedule 14D-9, which is being filed
today with the Securities and Exchange Commission. Your Board of Directors has
received a written opinion, dated April 26, 1999, of the Company's financial
advisor, U. S. Bancorp Xxxxx Xxxxxxx, Inc., to the effect that, as of such date
and based upon and subject to certain matters stated in such opinion, the
consideration to be received by the holders of the Company's common stock (other
than InterVoice, Inc. and its affiliates) pursuant to the Merger Agreement was
fair, from a financial point of view, to such stockholders. The full text of the
written opinion of U. S. Bancorp Xxxxx Xxxxxxx, Inc. is included as an exhibit
to the attached Schedule 14D-9 and should be read carefully in its entirety.
Accompanying this letter is the InterVoice Offer to Purchase, dated May 3,
1999, together with related materials including a Letter of Transmittal to be
used for tendering your shares. These documents set forth the terms and
conditions of the InterVoice offer and provide instructions as to how to tender
your shares. I urge you to read the enclosed materials carefully in making your
decision with respect to tendering your shares pursuant to the offer.
I, personally, along with your Board of Directors, management and the
employees of the Company, thank you most sincerely for your support over the
years.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Chairman, President and
Chief Executive Officer
