EXHIBIT 99(a)(3)
REXEL
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INC.
October 23, 1997
Dear Shareholder:
On behalf of the Board of Directors of Rexel, Inc. (the "Company" or
"Rexel"), I am pleased to inform you that Rexel entered into an Agreement and
Plan of Merger, dated as of October 17, 1997 (the "Merger Agreement"), with
Rexel S.A. ("Parent") and International Technical Distributors, Inc.
("Purchaser"), pursuant to which Purchaser has commenced a cash tender offer
(the "Offer") to purchase all of the outstanding shares of common stock, par
value $1.00 per share, of Rexel (the "Shares"), not already owned by Purchaser
or Parent, at a price of $22.50 per Share, net to the seller in cash.
Purchaser and Parent currently own approximately 50.5% of the Shares.
In accordance with the terms and conditions contained in the Merger
Agreement, following the successful completion of the Offer, Purchaser will be
merged with and into the Company (the "Merger"), with the Company as the
surviving corporation. At the effective time of the Merger, each remaining
issued and outstanding Share (other than Shares held directly or indirectly by
Parent or held in the treasury of the Company, all of which will be canceled,
and other than Shares held by shareholders who perfect appraisal rights under
New York law) will be converted into the right to receive $22.50 in cash.
The Board of Directors of the Company, by unanimous vote of all directors
present and voting, based upon, among other things, the unanimous
recommendation and approval of a special committee of the Board of Directors
consisting of three independent directors of the Company (the "Special
Committee"), has determined that each of the Offer and the Merger is fair to,
and in the best interests of, the Company's shareholders (other than Parent
and Purchaser). The Board of Directors has also approved, by unanimous vote of
all directors present and voting, the Offer, the Merger and the Merger
Agreement and recommends that shareholders accept the Offer and tender their
Shares to Purchaser pursuant to the Offer.
In arriving at their decisions, the Special Committee and the Board of
Directors gave careful consideration to a number of factors described in the
enclosed Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") which is being filed today with the Securities and Exchange
Commission. Among other things, the Special Committee considered the opinion
of Xxxxxxxxxxx Xxxxxxxx & Co., Inc., financial advisor to the Special
Committee, dated October 17, 1997, that, subject to the various assumptions
and limitations set forth in the opinion, as of the date of the opinion, the
$22.50 per Share in cash to be received by the shareholders of the Company
(other than Parent or any of its wholly owned subsidiaries, including
Purchaser) in the Offer and the Merger pursuant to the Merger Agreement is
fair to such shareholders from a financial point of view. The enclosed
Schedule 14D-9 describes the decisions of the Special Committee and the Board
of Directors and contains other important information relating to such
decisions.
Also accompanying this letter is Purchaser's Offer to Purchase, dated
October 23, 1997, which includes the written opinion of Xxxxxxxxxxx Xxxxxxx &
Co., Inc., dated October 17, 1997, together with a letter of transmittal to be
used for tendering your Shares. These documents set forth the terms and
conditions of the Offer and provide instructions as to how to tender your
Shares. We urge you to read the enclosed materials carefully and consider all
factors set forth therein before making your decisions with respect to the
Offer.
On behalf of the Board of Directors, management and employees of Rexel, I
thank you for the support you have given our Company.
Very truly yours,
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
President and Chief Executive
Officer
