1
THE RIVAL COMPANY
000 XXXX 000XX XXXXXXX
XXXXXX XXXX, XXXXXXXX 00000
December 23, 1998
Dear Stockholder:
On behalf of the Board of Directors of The Rival Company (the "Company"), I
am pleased to inform you that on December 17, 1998, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Xxxxxx Products Corp.
("Parent") and Xxxxxxxx Acquisition Corp., its wholly-owned subsidiary
("Purchaser"), pursuant to which Purchaser today has commenced a cash tender
offer (the "Offer") to purchase all issued and outstanding shares of Common
Stock of the Company ("Common Shares") at $13.75 per share, net to the seller in
cash (subject to reduction only for any applicable back-up withholding or stock
transfer taxes payable by the seller).
Pursuant to the Merger Agreement, upon satisfaction of certain conditions,
the Offer will be followed by a merger (the "Merger") in which any Common Shares
not tendered pursuant to the Offer (except any Shares owned by the Company,
Parent or Purchaser and Shares as to which the holder has properly exercised
dissenter's rights of appraisal) will be converted into the right to receive
$13.75 per Share in cash, in each case without interest.
THE COMPANY'S BOARD OF DIRECTORS (WITH ONE DIRECTOR ABSENT) HAS UNANIMOUSLY
(A) DETERMINED THAT 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, (B) APPROVED THE MERGER AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY AND (C) RESOLVED TO RECOMMEND THAT THE
STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND APPROVE AND ADOPT THE MERGER
AGREEMENT AND THE MERGER.
In arriving at its recommendations, the Board of Directors gave careful
consideration to a number of factors. These factors included the opinion dated
December 14, 1998 of NationsBanc Xxxxxxxxxx Securities LLC, financial advisor to
the Company, to the effect that, as of such date and based upon and subject to
certain matters stated in such opinion, the cash consideration of $13.75 per
share to be received by the Company's stockholders (other than Parent and
Purchaser, and other than holders of dissenting Shares, if any) in the Offer and
the Merger was fair from a financial point of view to such stockholders.
Accompanying this letter is a Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") that is being filed today with the
Securities and Exchange Commission. The Schedule 14D-9 describes the Board's
decision to recommend the Offer and the Merger and contains additional important
information relating to the transaction. We urge you to read it carefully in
making your decision with respect to tendering your Shares pursuant to the
Offer. The full text of the financial advisor's opinion is set forth as an Annex
to the Schedule 14D-9 and should, together with the related sections of the
Schedule 14D-9, be read in its entirety in connection with the Offer. The
financial advisor's opinion is directed to the Board of Directors of the Company
and does not constitute a recommendation to any stockholder of the Company as to
how such stockholder should respond to the Offer. The opinion addresses only the
financial fairness of the consideration to be received by the holders of Shares
pursuant to the Offer and the Merger and does not address any other aspect of
the Offer or the Merger.
On behalf of the Board of Directors,
Xxxxxx X. Xxxxxxx
Chairman of the Board of Directors
and Chief Executive Officer
