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[HOST XXXXXXXX XXXXXXXXXX]
July 30, 1999
To Our Stockholders:
We are pleased to inform you that on July 26, 1999, Host Marriott Services
Corporation (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Autogrill, S.p.A. ("Parent") and its indirect wholly
owned subsidiary, Autogrill Acquisition Co. ("Purchaser"), which provides for
the acquisition of the Company by Parent. Under the terms of the Merger
Agreement, the Purchaser today commenced a tender offer (the "Offer") to
purchase all of the Company's outstanding shares of common stock (and, together
with the associated preferred stock purchase rights, the "Shares") at a price of
$15.75 per share in cash.
Following the successful completion of the Offer, the Purchaser will be
merged with the Company (the "Merger"), and all Shares not purchased in the
Offer will receive in the Merger the same $15.75 per share in cash. The Offer is
conditioned upon, among other things, there having been validly tendered and not
withdrawn on or prior to the expiration date of the Offer a number of Shares
constituting at least two-thirds of the outstanding Shares of the Company
(determined on a fully-diluted basis). The Offer is not subject to a financing
condition, but is subject to customary closing conditions, including the
expiration or termination of any applicable waiting periods imposed by the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.
THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE OFFER
AND THE MERGER, TAKEN TOGETHER, ARE FAIR TO AND IN THE BEST INTERESTS OF THE
COMPANY'S STOCKHOLDERS AND APPROVED AND DECLARED ADVISABLE THE MERGER AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY. ACCORDINGLY, THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES THEREINTO AND
APPROVE AND ADOPT THE MERGER AND THE MERGER AGREEMENT.
In arriving at its recommendation, the Company's Board of Directors gave
careful consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including the opinion of the Company's financial advisor,
Deutsche Bank Securities, Inc. (a copy of which is included in the Schedule
14D-9) to the effect that, as of the date of such opinion, the consideration to
be paid to the Company's stockholders pursuant to the Offer and the Merger is
fair from a financial point of view.
Additional information with respect to the Offer and the Merger is
contained in the enclosed Schedule 14D-9. We urge you to read it carefully.
On behalf of the management and directors of the Company, thank you for
your continued support.
Sincerely,
/s/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. XxXxxxxx
President and Chief Executive Officer
