[LOGO]
April 14, 1998
To Our Shareholders:
On behalf of the Board of Directors of Blessings Corporation (the
"Company"), we wish to inform you that the Company has entered into an Agreement
and Plan of Merger dated as of April 7, 1998 (the "Merger Agreement"), with
Huntsman Packaging Corporation and VA Acquisition Corp., its wholly owned
subsidiary ("Purchaser"), pursuant to which Purchaser has today commenced a cash
tender offer (the "Offer") to purchase all of the outstanding shares of Common
Stock of the Company (the "Shares") at a price of $21.00 per Share. Under the
Merger Agreement, the Offer will be followed by a merger (the "Merger") in which
any remaining Shares will be converted into the right to receive $21.00 per
Share. Consummation of the Offer and the Merger is subject to certain
conditions, as more fully described in the enclosed materials.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR AND IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS,
AND HAS APPROVED THE OFFER AND THE MERGER. THE BOARD OF DIRECTORS RECOMMENDS
THAT THE SHAREHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES
PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the enclosed Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission, including, among
other things, the opinion of Xxxxxx Xxxxxxxxx Xxxxxx & Co., the Company's
financial advisor, that the consideration to be received by the holders of
Shares in the Offer and the Merger is fair to such holders from a financial
point of view. The Schedule 14D-9 contains other important information relating
to the Offer, and you are encouraged to read the Schedule 14D-9 carefully.
In addition to the enclosed Schedule 14D-9, also enclosed is the Purchaser's
Offer to Purchase dated April 14, 1998, together with related materials,
including a Letter of Transmittal, to be used for tendering your Shares in the
Offer. These documents state the terms and conditions of the Offer and provide
instructions as to how to tender your Shares. We urge you to read these
documents carefully in making your decision with respect to tendering your
Shares pursuant to the Offer.
On behalf of the Board of Directors
[SIGNATURE]
Xx. Xxxxxx X. Xxxxxx
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
