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EXHIBIT 99.12
[XXXXXXXX-XXXXXXXX LOGO]
CORPORATION FINANCE INVESTMENT BANKERS
DEPARTMENT SINCE 1894
January 6, 1999
Board of Directors
Trident International, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxxx X. Xxxxxx
President and Chief Executive Officer
Lady and Gentlemen:
We understand that Trident International, Inc. (the "Company") intends to
enter into an Agreement and Plan of Merger (the "Merger Agreement") by and among
Illinois Tool Works, Inc. ("Parent") and ITW Acquisition Inc., a direct
wholly-owned subsidiary of Parent ("Subsidiary"). We understand that under the
Merger Agreement, Parent will acquire the Company through a merger of Subsidiary
with and into the Company (the "Proposed Transaction"). As promptly as
practicable (but in no event later than five business days from and including
the date of the initial public announcement of the Merger Agreement), Parent
shall cause Subsidiary to commence an offer to purchase for cash (the "Offer")
all of the Company's issued and outstanding common shares at a purchase price of
$16.50 per common share to the tendering stockholder in cash. The terms and
conditions of the Proposed Transaction are set forth in more detail in the
Merger Agreement dated as of January 6, 1999.
We have been requested by the Company to render our opinion with respect to
the fairness, from a financial point of view, to the Company's stockholders of
the consideration to be received in the Proposed Transaction.
In arriving at our opinion, we reviewed and analyzed: (1) the Merger
Agreement dated as of January 6, 1999, (2) publicly available information
concerning the Company which we believe to be relevant to our inquiry, (3)
financial and operating information with respect to the business, operations and
prospects of the Company furnished to us by the Company, (4) a trading history
of the Company's common stock from February 26, 1996 to the present and a
comparison of that trading history with those of other companies which we deemed
relevant, (5) a comparison of the historical financial results and present
financial condition of the Company with those of other companies which we deemed
relevant, (6) a comparison of the financial terms of the Proposed Transaction
with the terms of certain other recent transactions which we deemed relevant and
(7) certain historical data relating to acquisitions of publicly traded
companies, including percentage premiums and price to earnings ratios paid in
such acquisitions. In addition, we have had discussions with the management of
the Company concerning its business, operations, assets, present condition and
future prospects and undertook such other studies, analyses and investigations
as we deemed appropriate.
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Ex. 12-1
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We have assumed and relied upon the accuracy and completeness of the
financial and other information used by us in arriving at our opinion without
independent verification. With respect to the financial forecasts/projections of
the Company, we have assumed that such forecasts/projections have been
reasonably prepared on bases reflecting the current good faith estimates and
judgments of the management of the Company as to the future financial
performance of the Company. In arriving at our opinion, we have conducted only a
limited physical inspection of the properties and facilities of the Company and
have not made nor obtained any evaluations or appraisals of the assets or
liabilities of the Company. At your instruction, we have solicited indications
of interest from third parties with respect to the purchase of all or a part of
the Company's business. Our opinion is necessarily based upon market, economic
and other conditions as they exist on, and can be evaluated as of, the date of
this letter.
We have acted as financial advisor to the Company in connections with the
Proposed Transaction and will receive a fee for our services, the majority of
which is contingent upon the consummation of the Proposed Transaction. In
addition, the Company has agreed to indemnify us for certain liabilities arising
out of the rendering of this opinion. We have also performed various investment
banking services for the Company in the past (including acting as an underwriter
for the Company in its 1996 initial public offering) and have receive customary
fees for such services. In the ordinary course of our business, we actively
trade in the equity securities of the Company for our own account and for the
accounts of our customers and, accordingly, may at any time hold a long or short
position in such securities.
Based upon and subject to the foregoing, we are of the opinion as of the
date hereof that, from a financial point of view, the consideration to be
received by the stockholders of the Company in the Proposed Transaction is fair
to the stockholders of the Company.
Very truly yours,
THE XXXXXXXX-XXXXXXXX COMPANY, LLC
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Ex. 12-2
