EXHIBIT 99.5
[LOGO] WESTBRAE NATURAL, INC.
September 17, 1997
To Our Stockholders:
I am pleased to inform you that on September 11, 1997, Westbrae Natural,
Inc. (the "Company" or "Westbrae" ) entered into an Agreement and Plan of
Merger (the "Merger Agreement") with The Hain Food Group, Inc. ("Parent") and
Hain Acquisition Corp. ("Purchaser"), a wholly owned subsidiary of Parent,
pursuant to which Purchaser commenced on September 12, 1997 a tender offer for
all outstanding shares of Westbrae Common Stock for $3.625 per share in cash.
Following the completion of the tender offer, upon the terms and subject to
conditions of the Merger Agreement, Purchaser will be merged into Westbrae
(the "Merger"), and each share of Westbrae Common Stock, other than shares of
Common Stock owned by Parent, Purchaser or any direct or indirect wholly owned
subsidiary of Parent or Purchaser immediately prior to the effective time of
the Merger, will be cancelled and converted into the right to receive $3.625
in cash, the same price per share paid pursuant to the tender offer.
Your Board of Directors has unanimously approved the tender offer and the
Merger, has determined that the tender offer and the Merger are fair to, and
in the best interests of, the stockholders of Westbrae, and recommends that
stockholders accept the tender offer and tender all their shares pursuant to
the offer.
In arriving at its decision, your Board of Directors gave careful
consideration to a number of factors described in the enclosed Schedule 14D-9
which is being filed today with the Securities and Exchange Commission. The
enclosed Schedule 14D-9 describes the Board's decision and contains other
important information relating to that decision. We urge you to read it
carefully.
In addition to the enclosed Schedule 14D-9, the Offer to Purchase has been
forwarded to you, together with related materials,including a Letter of
Transmittal for use in tendering shares. These documents set forth the terms
and conditions of the tender offer and provide instructions as to how you may
tender your shares. You are urged to read all the materials carefully and
consider all the factors set forth therein before making a decision with
respect to the tender offer.
Respectfully,
/S/ X. Xxxxx Xxx
X. Xxxxx Xxx
President and Chief Executive
Officer
LOGO
