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THE XXXXXXX CORPORATION
00 XXXXX XXXXX XXXXXX
XXXXXX, XXX XXXX 00000
June 20, 1997
Dear Shareholder:
We are pleased to inform you that, pursuant to the Agreement and Plan of
Merger dated June 16, 1997 (the "Merger Agreement"), among The Xxxxxxx
Corporation ("Xxxxxxx"), BT Industries AB ("BT"), and Lift Acquisition Company,
Inc., an indirect wholly owned subsidiary of BT (the "Purchaser"), BT and the
Purchaser today commenced a tender offer for all of the outstanding shares of
Xxxxxxx'x common stock. In the tender offer, stockholders who tender their
Xxxxxxx shares will receive $33.00 per share in cash.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE BT TENDER OFFER
AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF XXXXXXX'X SHAREHOLDERS
AND RECOMMENDS THAT ALL SHAREHOLDERS ACCEPT THE TENDER OFFER AND TENDER ALL OF
THEIR SHARES AND WARRANTS PURSUANT TO THE TENDER OFFER.
The tender offer is the culmination of the steps taken by your Board and
Xxxxxxx'x management to enhance shareholder value. In approving the tender offer
and the Merger Agreement and recommending that all shareholders tender their
shares pursuant to the tender offer, as more fully described in the attached
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Xxxxxxx with
the Securities and Exchange Commission, your Board considered a number of
factors including, among others, the financial and other terms and conditions of
the tender offer and the Merger Agreement; Xxxxxxx'x business, financial
condition, results of operations and future prospects; management's
recommendation of the tender offer and the Merger Agreement; the presentation
by, and opinion of, Xxxxxx Brothers Inc. ("Xxxxxx Brothers"), the Company's
financial advisor; and Xxxxxxx'x stock price performance, including the
approximately 66% premium that the $33.00 per share price in the tender offer
represents over the closing price of Xxxxxxx'x shares on the Nasdaq National
Market on February 6, 1997, the last trading day prior to the events relating to
the filing of a Schedule 13D by Metropolitan Capital Advisors, Inc. ("MetCap")
in which MetCap requested that Xxxxxxx seek a sale or merger of Xxxxxxx.
Xxxxxx Brothers, the Company's financial advisor, has rendered to the Board
of Directors its written opinion that, as of the date of such opinion and
subject to the limitations set forth therein, the $33.00 per share in cash to be
offered to the holders of Xxxxxxx'x common stock pursuant to the BT tender offer
and the merger is fair, from a financial point of view, to such holders. The
full text of Xxxxxx Brothers' opinion, dated June 16, 1997, which sets forth the
assumptions made, matters considered and limitations on the review undertaken by
Xxxxxx Brothers, is included as Annex A to the attached Schedule 14D-9.
The BT tender offer is conditioned upon, among other things, there being
validly tendered and not properly withdrawn in the tender offer a number of
shares of Xxxxxxx common stock which, taken together with any shares owned by BT
or its affiliates, constitutes at least two-thirds of the voting power of all
Xxxxxxx securities entitled to vote generally in the election of directors or in
a merger. The consummation of the tender offer is also conditioned upon receipt
of certain regulatory approvals and/or termination of certain waiting periods.
Under the Merger Agreement, if the tender offer is completed, it will be
followed, subject to any necessary shareholder approval, by a merger in which
non-tendering shareholders will receive the same consideration for each Xxxxxxx
share as was paid in the tender offer and Xxxxxxx will become an indirect wholly
owned subsidiary of BT.
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Enclosed with this letter is a copy of Xxxxxxx'x Schedule 14D-9 which
contains important information regarding the factors considered by your Board in
its deliberations and describes in more detail the reasons for your Board's
conclusions and certain other information regarding the tender offer and the
merger. Also enclosed is BT's Offer to Purchase and related materials, including
a letter of transmittal to be used for tendering your Xxxxxxx shares. These
documents set forth in detail the terms and conditions of the tender offer and
the merger and provide instructions on how to tender your Xxxxxxx shares. You
are urged to read and carefully consider the enclosed material and your
individual circumstances. If you have any questions or require assistance in
tendering your shares, you may contact MacKenzie Partners, Inc., which is
assisting BT with the tender offer, at (000) 000-0000 (toll-free). Please note
that the tender offer is scheduled to expire at 12:00 midnight, New York City
time, on Friday, July 18, 1997, unless extended.
We thank you for your continued support.
Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
Chairman of the Board and
Chief Executive Officer
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