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Exhibit (a)(5)
[HOLOPHANE LOGO]
XXXX X. XXXXXXXXXX
Chairman, CEO
June 25, 1999
Dear Stockholder:
On behalf of the Board of Directors of Holophane Corporation (the
"Company"), I am pleased to inform you that the Company entered into an
Agreement and Plan of Merger dated as of June 20, 1999 (the "Merger Agreement"),
with National Service Industries, Inc. ("Parent") and NSI Enterprises, Inc. (the
"Purchaser"), a wholly-owned subsidiary of Parent, pursuant to which the
Purchaser has commenced a cash tender offer (the "Offer") to purchase all of the
outstanding shares (the "Shares") of the Company's common stock at $38.50 per
Share, net to the seller in cash, less any withholding taxes.
Following the successful completion of the Offer, upon the terms and
subject to the conditions contained in the Merger Agreement, the Purchaser will
be merged into the Company (the "Merger"), and each Share outstanding after the
Offer (other than Shares held by Parent, the Purchaser or the Company and Shares
held by stockholders, if any, who are entitled to and who perfect their
appraisal rights under Delaware General Corporation Law) will be converted into
the right to receive $38.50 per Share in cash.
The Board of Directors of the Company has determined that the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger, upon the terms and subject to the conditions set forth in the Merger
Agreement are fair to, and in the best interests of, the Company and
stockholders and has approved the Offer, the Merger and the Merger Agreement and
recommends that the stockholders of the Company accept the Offer and tender
their Shares to the Purchaser pursuant to the Offer.
In arriving at its decision, the Board of Directors gave careful
consideration to a number of factors described in the enclosed
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
which is being filed today with the Securities and Exchange Commission. The
Board has received a written opinion dated June 20, 1999 of Xxxxxxx Xxxxx Xxxxxx
Inc. ("Xxxxxxx Xxxxx Xxxxxx"), the Company's financial advisor, to the effect
that, as of such date and based upon and subject to the matters stated in such
opinion, the $38.50 per Share cash consideration to be received in the Offer and
the Merger by the holders of Shares (other than Parent and its affiliates) was
fair, from a financial point of view, to such holders. The enclosed Schedule
14D-9 describes the Board's decision and contains other important information
relating to that decision. We urge you to read it carefully.
Accompanying this letter, in addition to the attached Schedule 14D-9
relating to the Offer, is the Purchaser's Offer to Purchase, dated June 25,
1999, together with related materials including a letter of transmittal to be
used for tendering your Shares. These documents set forth the terms and
conditions of the Offer and provide instructions as to how to tender your
Shares. I urge you to read the enclosed materials carefully and consider all
factors set forth therein before making your decision with respect to the Offer.
I personally, along with the entire Board of Directors, management and
employees of the Company, thank you for the support you have given the Company.
Very truly yours,
/s/ Xxxx X. XxxxxXxxxx
Xxxx X. XxxxxXxxxx
Chairman of the Board,
President and Chief
Executive Officer
HOLOPHANE CORPORATION
000 X. Xxxxx Xxxxxx - Xxxxx 0000 - Xxxxxxxx, XX 00000 - (000) 000-0000 - FAX
(000) 000-0000
