Exhibit 4
[ALARMGUARD HOLDINGS, INC. LETTERHEAD]
January 15, 1999
Dear Stockholder:
We are pleased to inform you that on January 8, 1999, Alarmguard Holdings,
Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Tyco International Ltd. ("Tyco") and its subsidiary T16
Acquisition Corp. ("Purchaser"), which provides for the acquisition of the
Company by Tyco. Under the terms of the Merger Agreement, Purchaser today
commenced a tender offer (the "Offer") to purchase all of the Company's
outstanding shares of common stock at a price of $9.25 per share in cash. In
addition, all of the holders of the preferred stock of the Company have entered
into a Preferred Stock Purchase Agreement (the "Stock Purchase Agreement") with
Purchaser, which provides that such holders will sell their shares of preferred
stock to Purchaser at a price of $1,400 per share in cash, plus accrued and
unpaid dividends, upon consummation of the Offer (the "Purchase").
Following the successful completion of the Offer and the Purchase, Purchaser
will be merged with the Company (the "Merger"), and all shares of common stock
not purchased in the Offer will receive in the Merger the same $9.25 per share
in cash. Completion of the Offer, the Purchase and the Merger are subject to
antitrust approvals and other customary conditions.
THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT, THE STOCK PURCHASE AGREEMENT, THE OFFER, THE PURCHASE AND THE MERGER
AND DETERMINED THAT THE TERMS OF THE OFFER, THE PURCHASE AND THE MERGER ARE FAIR
TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS STOCKHOLDERS. ACCORDINGLY,
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER ALL OF
YOUR SHARES OF COMMON STOCK PURSUANT TO THE OFFER.
In arriving at its recommendation, the Company's Board of Directors gave
careful consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including the opinion of the Company's financial advisor,
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, that the aggregate
consideration to be received by the holders of the Company's stock pursuant to
the Merger Agreement and the Stock Purchase Agreement is fair to such
stockholders from a financial point of view.
Additional information with respect to the Offer, the Purchase and the
Merger is contained in the enclosed Schedule 14D-9, and we urge you to consider
this information carefully.
On behalf of the management and directors of the Company, we thank you for
the support you have given the Company.
Sincerely yours,
/s/ Xxxxxxx X. XxxXxxxxxx
Xxxxxxx X. XxxXxxxxxx
Chairman, Chief Executive Officer and
President
