EXHIBIT (a)(5)
[LETTERHEAD OF XXXXXXXXX-CECO CORPORATION]
May 4, 2000
Dear Stockholder:
On April 20, 2000, Xxxxxxxxx-Ceco Corporation, a Delaware corporation (the
"Company"), and RHH Acquisition Corp., a Delaware corporation (the
"Purchaser"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Purchaser was formed by The Heico Companies, LLC ("Heico"). X.X.
Xxxxxxxxxxx and Xxxxxx X.X. Xxxx XX are also stockholders of Purchaser. Heico,
Xx. Xxxxxxxxxxx and Xx. Xxxx (collectively, the "Parent Group") currently
beneficially own approximately 71.9% of the issued and outstanding common
stock, par value $.01 per share (the "Shares"), of the Company.
The Purchaser has today commenced a cash tender offer for any and all of
the issued and outstanding Shares (other than those owned by Purchaser, Parent
Group and their respective affiliates) at a price of $11.50 per Share, net to
the seller in cash without interest thereon (the "Merger Consideration"). If
the tender offer is consummated and certain other conditions are met, the
Merger Agreement provides that Purchaser will merge with and into the Company
following the tender offer and any remaining Shares (other than Shares owned
by Parent Group or Purchaser or held by the Company and Shares held by
stockholders who perfect appraisal rights under the Delaware General
Corporation Law) will be converted into the right to receive the Merger
Consideration.
At a meeting held on April 20, 2000, the Company's Board of Directors (the
"Board") by unanimous vote of all directors present, based on, among other
things, the recommendation of a special committee comprised of an independent
director (the "Special Committee"), (i) determined that the merger is
advisable and that the terms of the offer and merger are fair to and in the
best interests of the Company and its stockholders, (ii) approved the offer
and the merger and approved and adopted the Merger Agreement and (iii)
recommended that the Company's stockholders accept the offer and, if approval
is required by applicable law, approve the merger and approve and adopt the
Merger Agreement.
In arriving at its recommendation, the Board gave careful consideration to
the factors described in the enclosed tender offer materials and Schedule 14D-
9. Included as Annex A to the Schedule 14D-9 is the written opinion to the
Special Committee, dated April 20, 2000, of CIBC World Markets Corp., the
Special Committee's financial advisor, to the effect that, as of that date and
based on and subject to the matters described in the opinion, the price per
Share of $11.50 in cash to be received in the offer and the merger, taken
together, by the holders of shares of Xxxxxxxxx-Ceco common stock was fair,
from a financial point of view, to such holders (other than Heico, Purchaser
and their respective affiliates).
Enclosed for your consideration are copies of the tender offer materials
and the Company's Schedule 14D-9, which are being filed today with the
Securities and Exchange Commission. These documents should be read carefully.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chairman, Special Committee of the
Board of Directors
