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[WYLE LOGO]
July 9, 1997
To Our Shareholders:
I am pleased to inform you that Wyle Electronics (the "Company") has
entered into an Agreement and Plan of Merger dated as of July 3, 1997 (the
"Merger Agreement") providing for the acquisition of the Company by Xxxx Xxxxxxx
XX, a corporation organized under the laws of the Federal Republic of Germany.
Pursuant to the Merger Agreement, EBV Electronics Inc. ("Purchaser"), an
indirect wholly owned subsidiary of Xxxx Xxxxxxx, has today commenced a tender
offer (the "Offer") to purchase all of the outstanding shares of the Company's
Common Stock at a cash price of $50.00 per share. Following consummation of the
Offer, the Company and the Purchaser will merge (the "Merger"), and the Company
will continue as the surviving corporation and become an indirect wholly-owned
subsidiary of Xxxx Xxxxxxx. The Merger Agreement provides that each share of the
Company's Common Stock not acquired in the Offer will be converted into the
right to receive $50.00 in cash in the Merger.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER AND DETERMINED
THAT EACH OF THE OFFER AND THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS OF,
THE SHAREHOLDERS OF THE COMPANY, AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
The Purchaser's Offer to Purchase and related materials, including a Letter
of Transmittal to be used for tendering shares, are enclosed with this letter.
These documents set forth in detail the terms and conditions of the Offer and
the Merger and provide instructions on how to tender shares. I urge you to read
the enclosed materials carefully.
Also enclosed is a copy of the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Recommendation") filed with the Securities and
Exchange Commission, which includes information regarding the factors considered
by your Board in its deliberations, and certain other information regarding the
Offer and the Merger. Included as Schedule II to the Recommendation is a copy of
the written opinion dated July 3, 1997 of Credit Suisse First Boston, the
Company's financial advisor, to the effect that, as of such date and based upon
and subject to certain matters stated therein, the cash consideration to be
received by holders of the Company's Common Stock (other than Purchaser) in the
Offer and the Merger is fair to such holders from a financial point of view.
On behalf of your Board of Directors, I thank you for your continued
support.
On behalf of the Board of Directors,
[XXXXX X. XXXXXXXXXXX]
Xxxxx X. Xxxxxxxxxxx
President and Chief Executive Officer
WYLE ELECTRONICS
00000 Xxxxxxxx Xxxxxxx, X.X. Box 19675, Irvine, California 92713-9675 - (714)
753-9953 - xxx.xxxx.xxx
