Exhibit 99.1
[Letterhead of Prudential Securities]
September 7, 1995
Board of Directors
Reunion Resources Company
0000 Xxxx Xxx Xxxxxxxxx
Xxxxxxx, XX 00000
Dear Sirs:
Reunion Resources Company, a Delaware corporation ("Reunion"), and Chatwins
Holdings, Inc., ("Chatwins") a Delaware corporation, have entered into a Stock
Purchase Agreement dated as of September 7, 1995 (the "Purchase Agreement")
pursuant to which, among other things, Reunion will purchase all of the 601
issued and outstanding shares of common stock, par value $100 per share, and all
of the 25,000 issued and outstanding shares of preferred stock, par value $100
per share, of Oneida Molded Plastics Corporation, ("Oneida") a New York
corporation and a wholly-owned subsidiary of Chatwins, for approximately $3.1
million in cash. (The 601 issued and outstanding shares of common stock and the
25,000 issued and outstanding shares of preferred stock of Oneida are
collectively referred to herein as the "Shares".) As of September 5, 1995,
Xxxxxx has (i) approximately $4.4 million in indebtedness to Congress Financial
Corporation, which indebtedness is secured by substantially all of Oneida's
assets; (ii) approximately $826,000 in indebtedness to other parties; and (iii)
approximately $4.9 million in indebtedness to Chatwins. All of the indebtedness
will remain outstanding following consummation of the transaction and Reunion is
not assuming any obligation with respect to any of such indebtedness, except as
provided in section 3.2 of the Purchase Agreement. After the purchase of the
Shares by Reunion, Oneida will become a wholly-owned subsidiary of Reunion. The
terms and conditions of the acquisition are more fully set forth in the Purchase
Agreement.
You have asked us to render an opinion with respect to the fairness, from a
financial point of view, of the consideration to be paid by Reunion for the
Shares pursuant to the Purchase Agreement.
In conducting our analysis and arriving at the opinion stated herein, we have
reviewed such information and considered such financial data and other factors
as we deemed appropriate under the circumstances, including but not limited to
the following: (i) certain of Xxxxxx's historical financial data and certain
internal financial statements and other financial and operating data of Oneida
prepared by the management of Oneida; (ii) Oneida's projections as to future
financial performance; (iii) industry data relating to Xxxxxx's business; (iv)
the financial terms of the Purchase Agreement as
Board of Directors
Reunion Resources Company
September 7, 1995
Page 2
compared to the financial terms of certain other transactions we deemed
relevant; (v) publicly available information concerning certain other companies
that we deemed comparable to Oneida and the trading history of the stock of each
such company; (vi) the Purchase Agreement and certain related documents; and
(vii) such other factors as we deemed relevant to our opinion. We have met with
the senior officers of Oneida to discuss its financial condition and prospects
and such other matters as we deemed relevant. Our opinion is based on economic,
financial and market conditions as they exist and can be evaluated on the date
hereof.
In connection with our review and analysis, we have relied upon the accuracy
and completeness of the financial data and other information that was provided
to us by Oneida or is publicly available, and have not independently verified
any such information. With respect to the financial projections, we have
assumed that they have been reasonably prepared on bases reflecting the best
current available estimates and judgments of Oneida's management as to the
future financial performance of Oneida, including the maintenance of its
relationships with significant customers at recent historical net sales levels.
We have neither made nor obtained any independent appraisals of the properties
or facilities of Oneida.
We have also assumed that the Congress Financial Corporation indebtedness
will be extended for one year from the date of closing which is expected to be
no later than September 11, 1995, and that the transaction contemplated herein
will not give rise to any acceleration of such indebtedness.
It is understood that this letter is for the information of the Board of
Directors of Reunion only and must not be used for any other purpose without our
prior written consent.
Based upon and subject to the foregoing, we are of the opinion on the date
hereof that the consideration to be paid by Reunion pursuant to the Purchase
Agreement is fair to Reunion from a financial point of view.
Very truly yours,
By /s/ Prudential Securities Incorporated
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