[LOGO]
November 1, 1999
Dear Shareholder:
On behalf of the Board of Directors, I am pleased to inform you that on
October 26, 1999, Xxxxxxxxxx Industries, Inc. ("Xxxxxxxxxx") entered into an
Agreement and Plan of Merger with T Merger Sub (OR), Inc. ("Purchaser"), a
wholly owned subsidiary of Sigma Circuits, Inc. ("Parent") and an indirect
wholly owned subsidiary of Tyco International Ltd. ("Tyco"), which provides for
the acquisition of all Xxxxxxxxxx'x common stock at a price of $5.50 per share
in cash. Under the terms of the Agreement, Purchaser has commenced a cash tender
offer for all outstanding shares of Xxxxxxxxxx at $5.50 per share (the "Offer").
Subject to successful completion of the Offer, and satisfaction of certain
conditions in the Agreement, Purchaser will be merged into Xxxxxxxxxx and all
shares not purchased in the Offer (other than shares held by Tyco, Parent or
Purchaser, or any subsidiary of Tyco) will be converted into the right to
receive $5.50 per share in the merger.
THE BOARD OF DIRECTORS OF XXXXXXXXXX HAS APPROVED THE OFFER AND DETERMINED
THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS
OF XXXXXXXXXX SHAREHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT
ALL XXXXXXXXXX SHAREHOLDERS TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the enclosed Schedule 14D-9
that is being filed today with the Securities and Exchange Commission, including
the written opinion of Xxxxx, Xxxxxxxx & Xxxx, Inc. to Xxxxxxxxxx that the
consideration of $5.50 per share in cash to be received by shareholders pursuant
to the Offer and the merger is fair to shareholders from a financial point of
view. The Schedule 14D-9 contains important information relating to the Offer,
and you are encouraged to read the Schedule 14D-9.
In addition to the enclosed Schedule 14D-9, also enclosed is the Offer to
Purchase dated November 1, 1999, 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
on how to tender your shares. We urge you to read these documents carefully.
Questions or requests for assistance may be directed to Xxxxxx & Co., Inc., the
Purchaser's information agent, at 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX
00000, tel: (000) 000-0000.
The management and directors of Xxxxxxxxxx thank you for the support you
have given Xxxxxxxxxx over the years.
On behalf of the Board of Directors,
Xxxxxx X. Xxxxxxxxxx
Chairman of the Board and
Chief Executive Officer
