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January 31, 1997
To Our Stockholders:
I am pleased to inform you that on January 26, 1997, Measurex Corporation
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Honeywell Inc. ("Honeywell") and Honeywell Acquisition Corp.
(the "Purchaser"), a wholly owned subsidiary of Honeywell, pursuant to which the
Purchaser has commenced a cash tender offer (the "Offer") to purchase all of the
outstanding shares of the Company's Common Stock (the "Shares") for $35.00 per
Share. Under the terms of the Merger Agreement, the consummation of the Offer
will be followed by a merger of the Purchaser with the Company (the "Merger") in
which any remaining shares of Company Common Stock will be converted into the
right to receive $35.00 per Share in cash (or any higher price that may be paid
in the Offer), without interest.
YOUR BOARD OF DIRECTORS UNANIMOUSLY HAS APPROVED THE MERGER AGREEMENT, THE
OFFER AND THE MERGER, HAS DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER
ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS STOCKHOLDERS, AND
UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES OF COMPANY COMMON STOCK PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Xxxxxxx, Xxxxx & Co., the
Company's financial advisor, that the $35.00 per Share in cash to be received by
the holders of Shares pursuant to the Merger Agreement is fair to such holders.
The full text of the written opinion of Xxxxxxx, Xxxxx & Co. is attached hereto
and stockholders are urged to read such opinion in its entirety.
In addition to the attached Schedule 14D-9 relating to the Offer, enclosed
is the Offer to Purchase, dated January 31, 1997, of the Purchaser, together
with related materials, including a Letter of Transmittal to be used for
tendering your shares of Company Common Stock. These documents set forth the
terms and conditions of the Offer and the Merger and provide instructions as to
how to tender your shares. I urge you to read the enclosed material carefully.
Sincerely,
Xxxxx X. Xxxxxx
Chairman of the Board
and Chief Executive Officer
