[LETTERHEAD]
December 29, 2000
To Our Stockholders:
I am pleased to inform you that, on December 19, 2000, Xxxxxxx.xxx, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Wolters Kluwer U.S. Corporation and LL Acquisition Corp., a
wholly-owned subsidiary of Wolters Kluwer U.S. Corporation, pursuant to which LL
Acquisition Corp. has commenced a cash tender offer (the "Offer") to purchase
all the outstanding shares of the Company's Common Stock for $4.3545 per share.
Under the terms of the Merger Agreement, the Offer will be followed by a merger
(the "Merger") of LL Acquisition Corp. with the Company, in which any remaining
shares of the Company's common stock will be converted into the right to receive
$4.3545 per share in cash, without interest. Wolters Kluwer U.S. Corporation is
an indirect, wholly-owned subsidiary of Wolters Kluwer nv, a multinational
information services company headquartered in the Netherlands.
The Company's Board unanimously determined that the terms of the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger, are fair to and in the best interests of the Company and its
stockholders. Accordingly, the Board unanimously approved the Merger Agreement
and the transactions contemplated thereby, including the Offer and the Merger,
and unanimously recommends that the stockholders of the Company tender their
shares in the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of 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 U.S. Bancorp Xxxxx Xxxxxxx Inc.,
the Company's financial advisor, that the $4.3545 per share in cash to be
received by the holders of Company's common stock in the Offer and the Merger is
fair to such holders from a financial point of view. A copy of the fairness
opinion is attached as Annex A to the attached Schedule 14D-9, and all
stockholders are urged to carefully read the opinion in its entirety for a
description of the assumptions made, matters considered and limits on the review
undertaken by U.S. Bancorp Xxxxx Xxxxxxx Inc.
I and certain other stockholders of the Company have agreed to tender all
our shares of Company common stock in the Offer. Those shares represent
approximately 63.28% of the Company's outstanding common stock on a fully
diluted basis.
In addition to the attached Schedule 14D-9 relating to the Offer, the Offer
to Purchase, dated December 29, 2000, of LL Acquisition Corp., together with
related materials, including a Letter of Transmittal to be used for tendering
your shares of Company common stock, has been mailed to stockholders
concurrently herewith. These documents set forth the terms and conditions of the
Offer and the Merger and provide instructions on how to tender your shares. I
urge you to read the enclosed materials carefully.
Sincerely,
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
--------------------------------------------------------------------------------
000 Xxxxx 00xx Xxxxxx, Xxx Xxxxx, XX
Phone: 000-000-0000 -- Fax: 000-000-0000 -- Web Site: xxx.xxxxxxx.xxx -- E-Mail:
xxxx@xxxxxxx.xxx
