XXXXXXX MEDIA RESEARCH, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 20, 1999
Dear Stockholder:
I am pleased to inform you that our Company has entered into an Agreement
and Plan of Merger, dated as of August 15, 1999 (the "Merger Agreement"), with
VNU USA, Inc. ("Parent") and Niner Acquisition, Inc., a wholly-owned subsidiary
of Parent ("Purchaser"). Pursuant to the Merger Agreement, Purchaser has today
commenced a cash tender offer (the "Offer") to purchase all of the outstanding
shares (the "Shares") of common stock of the Company at a purchase price of
$37.75 per share, net to the stockholder in cash. The Offer will be followed by
a merger (the "Merger") of Purchaser with and into the Company, pursuant to
which any remaining Shares will be converted into the right to receive $37.75
per share in cash, without interest.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND
THE OFFER AND DETERMINED THAT THE OFFER IS FAIR TO AND IN THE BEST INTERESTS OF,
THE STOCKHOLDERS OF THE COMPANY. YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU
ACCEPT THE OFFER AND TENDER YOUR SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission, including, among
other things, the opinion of Xxxxxx Xxxxxxx & Co. Incorporated, the Company's
financial advisor, that the consideration to be received by the stockholders in
the Offer and the Merger is fair from a financial point of view.
In addition to the attached Schedule 14D-9, enclosed is the Offer to
Purchase together with related materials, including a Letter of Transmittal, to
be used for tendering your Shares pursuant to the Offer. These documents state
the terms and conditions of the Offer, provide detailed information about the
transactions and include instructions as to how to tender your Shares. I urge
you to read these documents carefully in making your decision with respect to
tendering your Shares pursuant to the Offer.
Sincerely,
[LOGO]
Xxxx X. Xxxxxxx
PRESIDENT AND CHIEF EXECUTIVE OFFICER
