EXHIBIT (a)(1)
January 28, 2000
[LOGO APPEARS HERE]
Dear Stockholder:
I am pleased to inform you that on January 21, 2000, Echelon International
Corporation (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with ETA Holding LLC and EIN Acquisition Corp. (the
"Purchaser"). Pursuant to the Merger Agreement, the Purchaser today commenced a
tender offer to purchase all outstanding shares of the Company's Common Stock,
par value $0.01 per share, and associated preferred share purchase rights (the
"Shares"), for $34.00 per Share in cash. Under the Merger Agreement, the tender
offer will be followed by a merger in which any remaining Shares (other than
Shares held by dissenting stockholders, if applicable) will be converted into
the same consideration as is paid in the tender offer.
Your Board of Directors, with two interested directors abstaining, approved
the tender offer, determined that the tender offer is fair to and in the best
interests of the stockholders of the Company, and recommends that all holders
of Shares accept the tender offer and tender their Shares pursuant to the
tender offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including, among other things, the opinion of Xxxxxxxxx, Xxxxxx
& Xxxxxxxx Securities Corporation as its financial advisor, that as of the date
of the opinion and based upon and subject to the various considerations set
forth therein, the $34.00 per Share cash consideration offer to the
stockholders pursuant to the tender offer and the $34.00 per Share cash to be
received by the stockholders pursuant to the Merger Agreement was fair to such
holders from a financial point of view.
Accompanying this letter is a copy of the Company's Solicitation /
Recommendation Statement on Schedule 14D-9 as well as the Purchaser's Offer to
Purchase and related materials, including a Letter of Transmittal for use in
tendering Shares. We urge you to read the enclosed materials carefully. The
management and directors of the Company thank you for the support you have
given the Company.
Sincerely,
XXXXXX X. XXXXXXX
Chairman of the Board, President &
Chief Executive Officer
