[FOILMARK LOGO]
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LETTER TO STOCKHOLDERS
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April 20, 2001
Dear Stockholder:
We are pleased to inform you that, on April 10, 2001, Foilmark, Inc. (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Illinois Tool Works Inc., a Delaware corporation ("Parent") and Xxxxxx
Acquisition Inc. (the "Purchaser"), Parent's wholly owned subsidiary, pursuant
to which Parent and the Purchaser have agreed to acquire the Company. Pursuant
to the Merger Agreement, the Purchaser has commenced a tender offer for all the
outstanding shares of the Company's common stock, par value $0.01 per share, at
$6.36 per share, net to the seller in cash (the "Offer").
Following the successful completion of the Offer, the Purchaser will merge
into the Company (the "Merger"), and each share not purchased in the Offer will
be converted into the right to receive $6.36 per share in cash in the Merger
without interest. As a result of the Merger, the Company will become a wholly
owned subsidiary of Parent.
YOUR BOARD OF DIRECTORS, BY THE UNANIMOUS VOTE OF ALL DIRECTORS PRESENT AND
VOTING AT ITS SPECIAL MEETING ON APRIL 10, 2001, HAS (1) DETERMINED THAT EACH OF
THE MERGER AGREEMENT, THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST
INTEREST OF, THE STOCKHOLDERS OF THE COMPANY; (2) DULY APPROVED THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY; AND (3) RECOMMENDED THAT
THE STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND APPROVE AND ADOPT THE
MERGER AGREEMENT AND THE MERGER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors, which are described in the enclosed
Schedule 14D-9 that has also been filed today with the Securities and Exchange
Commission. These factors include, among other things, the opinion of JPMorgan,
the Company's financial advisor, dated April 10, 2001, to the effect that, as of
that date and based on and subject to the matters described in the opinion, the
consideration to be received by the stockholders of the Company in the Offer and
subsequent Merger pursuant to the Merger Agreement, taken together, was fair
from a financial point of view to the stockholders of the Company. Also enclosed
are the Offer to Purchase by the Purchaser, together with related materials,
including a Letter of Transmittal to be used for tendering your shares. These
materials set forth in detail the terms and conditions of the Offer, and provide
instructions on how to tender your shares. We urge you to read the enclosed
materials carefully.
Very truly yours,
/s/ Xxxxx X. Xxxxx, Xx.
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Xxxxx X. Xxxxx, Xx.
President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chairman of the Board of Directors
