EXHIBIT 7
[Furon Company letterhead]
September 24, 1999
To Our Shareholders:
I am pleased to inform you that Furon Company (the "Company") has entered
into an Agreement and Plan of Merger dated as of September 18, 1999 (the
"Merger Agreement") providing for the acquisition of the Company by FCY
Acquisition Corporation, a California corporation ("Purchaser"), and a wholly-
owned indirect subsidiary of Norton Company, a Massachusetts corporation
("Parent"), which is a wholly-owned indirect subsidiary of Compagnie de Saint-
Gobain, a French corporation. Pursuant to the Merger Agreement, Purchaser has
today commenced a tender offer (the "Offer") to purchase all of the outstanding
shares of the Company's Common Stock, without par value, including the
associated preferred stock purchase rights, at a cash price of $25.50 per
share. Following consummation of the Offer and subject to certain conditions,
the Company and Purchaser will merge (the "Merger"), and the Company will
continue as the surviving corporation and become a wholly-owned indirect
subsidiary of Parent. The Merger Agreement provides that each share of the
Company's Common Stock not acquired in the Offer will be converted into the
right to receive $25.50 (or any higher price paid for each share of Common
Stock in the Offer) in cash in the Merger. The Offer is currently scheduled to
expire at 12:00 midnight, New York City time, on October 22, 1999.
Your Board of Directors has unanimously approved the Offer and the Merger and
determined that each of the Offer and the Merger is fair to, and in the best
interests of, the shareholders of the Company, and unanimously recommends that
shareholders accept the Offer and tender their shares of Common Stock pursuant
to the Offer.
In a separate agreement, I have agreed with Purchaser to tender my shares
into the Offer and otherwise to support the Merger.
Purchaser's Offer to Purchase and related materials, including a Letter of
Transmittal to be used for tendering shares, are enclosed with this letter.
These documents set forth in detail the terms and conditions of the Offer and
the Merger and provide instructions on how to tender shares. I urge you to read
the enclosed materials carefully.
Also enclosed is a copy of the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Recommendation") filed with the Securities
and Exchange Commission, which includes information regarding the factors
considered by your Board in its deliberations, and certain other information
regarding the Offer and the Merger. Included as Schedule II to the
Recommendation is a copy of the written opinion dated September 17, 1999 of
Xxxxxx Brothers, the Company's financial advisor, to the effect that, as of
such date and based upon and subject to certain matters stated therein, the
cash consideration to be offered to holders of the Company's Common Stock in
the Offer and the Merger is fair to such holders from a financial point of
view.
On behalf of your Board of Directors, I thank you for your continued
support.
On behalf of the Board of Directors,
X. Xxxxxxx Xxxxx
Chairman of the Board, Chief
Executive Officer and President
