GLOBAL MOTORSPORT GROUP, INC.
November 16, 1998
To Our Stockholders:
On behalf of the Board of Directors of Global Motorsport Group, Inc. (the
"Company"), I am pleased to inform you that on November 8, 1998 the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Stonington Acquisition Corp., an affiliate of Stonington Partners, Inc., and GMG
Acquisition Corp., an indirect wholly-owned subsidiary of Stonington Acquisition
Corp. Pursuant to the Merger Agreement, GMG Acquisition Corp. commenced today a
tender offer (the "Offer") to purchase all outstanding shares of the Company's
Common Stock ("Shares") for $19.50 per Share in cash. Under the Merger
Agreement, upon satisfaction of certain conditions, including the tender of at
least a majority of the fully-diluted Shares of the Company, the Offer will be
followed by a merger (the "Merger") in which any remaining Shares will be
converted into the right to receive $19.50 per Share in cash, without interest
(except any Shares as to which the holder has properly exercised dissenter's
rights of appraisal). All of the directors and executive officers of the Company
have indicated their intention to tender their Shares in the Offer.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY HAS DETERMINED THAT THE
OFFER AND THE MERGER ARE FAIR TO, ADVISABLE AND IN THE BEST INTERESTS OF, THE
COMPANY AND ITS STOCKHOLDERS, HAS APPROVED THE OFFER AND ADOPTED THE MERGER
AGREEMENT AND RECOMMENDS ACCEPTANCE OF THE OFFER BY THE COMPANY'S STOCKHOLDERS.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the attached
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9").
Among other things, the Board of Directors considered the opinion of its
financial advisor, Xxxxxx Gull Xxxxxxx & XxXxxxxx, Inc., that the consideration
to be received by the Company's stockholders pursuant to the Offer and the
Merger is fair from a financial point of view to such stockholders.
In addition to the attached Schedule 14D-9, also enclosed is the Offer to
Purchase dated November 16, 1998, together with related materials, including a
Letter of Transmittal, to be used for tendering your Shares in the Offer. These
documents set forth the terms and conditions of the Offer and provide
instructions as to how to tender your Shares. We urge you to read these
documents carefully before making your decision with respect to tendering your
Shares pursuant to the Offer.
Your Directors thank you for your continued support.
Very truly yours,
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
CHAIRMAN OF THE BOARD
