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EXHIBIT 22
[NEW IMAGE LOGO]
0000 XXXXXX XXXXX XXXXXXXX, XXXXXXXXXX 00000
PHONE (000) 000 0000 FAX (000) 000 0000
January 31, 1997
Dear Fellow Stockholder:
I am pleased to inform you that, on January 27, 1997, New Image Industries,
Inc. (the "Company") entered into an Agreement and Plan of Merger (the
"Agreement") with DENTSPLY International Inc. ("DENTSPLY") and Image Acquisition
Corp., a wholly owned subsidiary of DENTSPLY (the "Purchaser"), pursuant to
which the Purchaser has commenced a tender offer to purchase all of the
outstanding shares of the Company's common stock for $2.00 per share in cash
(the "Offer"). Under the Agreement, the Offer will be followed by a merger (the
"Merger") in which the remaining shares of common stock will be converted into
the right to receive $2.00 per share in cash.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE OFFER AND THE MERGER ARE
FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS, HAS
UNANIMOUSLY APPROVED THE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AND
UNANIMOUSLY RECOMMENDS THAT ALL HOLDERS OF SHARES OF THE COMPANY'S COMMON STOCK
TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at their decision, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9,
which is being filed today with the Securities and Exchange Commission. Among
other things, the Board of Directors retained Xxxxxx Gull Xxxxxxx & XxXxxxxx
Inc. to render a fairness opinion to the Company and considered such opinion
that, as of the date thereof, the consideration to be received by the holders of
the Company's common stock in the Offer and the Merger is fair to such holders
from a financial point of view.
In addition to the attached Schedule 14D-9 relating to the Offer, enclosed
is the Offer to Purchase, dated January 31, 1997, of DENTSPLY, together with
related materials including a Letter of Transmittal to be used for tendering
your shares. 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,
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President and Chief Executive Officer
