ARGON ST, INC. 12701 Fair Lakes Circle, Suite 800 Fairfax, Virginia 22033
Exhibit
(a)(8)
00000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Fairfax, Virginia 22033
July 8,
2010
Dear Stockholder:
We are pleased to inform you that on June 30, 2010, Argon
ST, Inc. (“Argon”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”)
with The Boeing Company, a Delaware corporation
(“Parent”), and Vortex Merger Sub, Inc., a
Delaware corporation (“Purchaser”) and a wholly
owned subsidiary of Parent.
Under the terms of the Merger Agreement and subject to the
conditions set forth in Purchaser’s Offer to Purchase dated
July 8, 2010 and related materials enclosed with this
letter, including the minimum tender condition and the
expiration or earlier termination of any waiting periods under
the
Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended, Purchaser is
commencing today a cash tender offer to purchase all of the
outstanding shares of the common stock of Argon (the
“Common Stock”) at a purchase price of $34.50
per share (the “Offer Price”), net to the
seller in cash, without interest, and less any applicable
withholding taxes. Unless subsequently extended, the tender
offer is currently scheduled to expire at 12:00 midnight, New
York City time, at the end of the day on August 4, 2010.
Following the successful completion of the cash tender offer,
Purchaser will be merged with and into Argon (the
“Merger”), with Argon being the surviving
corporation and
wholly owned
by Parent, and all shares of Argon’s Common Stock not
purchased in the tender offer (other than shares held in the
treasury of Argon or any of its subsidiaries, or by Parent or
the Purchaser or by any stockholder of Argon who validly
exercises appraisal rights under Delaware law with respect to
the shares of Common Stock) will be converted into the right to
receive the Offer Price, without interest and less any
applicable withholding taxes.
Xxxxx’s board of directors has unanimously adopted the
Merger Agreement and approved the tender offer and the Merger
and determined that the Merger Agreement and the transactions
contemplated thereby (including the tender offer and the Merger)
are fair to and in the best interests of Argon and its
stockholders. Accordingly, Xxxxx’s board of directors
unanimously recommends that you accept the tender offer, tender
your shares of Argon Common Stock to Purchaser pursuant to the
tender offer and, if necessary, vote to adopt the Merger
Agreement.
In arriving at its recommendations, Xxxxx’s board of
directors gave careful consideration to a number of factors that
are described in the enclosed
Schedule 14D-9.
Also accompanying this letter is Purchaser’s Offer to
Purchase dated July 8, 2010 and related materials
(including a letter of transmittal for use in tendering your
shares of Common Stock), which set forth the terms and
conditions of Purchaser’s tender offer and provide
instructions as to how to tender your shares. We urge you to
read each of the enclosed materials carefully.
Very truly yours,
Xxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
