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EXHIBIT 3
DPRC Logo
June 30, 1999
To Our Shareholders:
I am pleased to inform you that on June 23, 1999, Data Processing Resources
Corporation ("DPRC") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Compuware Corporation ("Parent") and COMP Acquisition Co., a
wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has
commenced a cash tender offer (the "Offer") to purchase all of the outstanding
shares of DPRC Common Stock, no par value (the "Shares"), for $24.00 per share,
net to the seller in cash. Under the Merger Agreement, the Offer will be
followed by a merger (the "Merger") in which, among other things, any and all
remaining Shares of DPRC Common Stock, other than Shares purchased by Purchaser,
will be converted into the right to receive $24.00 per share in cash, without
interest.
YOUR BOARD OF DIRECTORS (I) HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND
THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE SHAREHOLDERS OF DPRC,
(II) HAS UNANIMOUSLY APPROVED AND ADOPTED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND (III)
UNANIMOUSLY RECOMMENDS THAT DPRC SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES PURSUANT TO THE OFFER.
In arriving at its decision, your Board of Directors gave careful
consideration to a number of factors, including, among other things, the opinion
of Xxxxxx Xxxxxx Partners LLC, DPRC's financial advisor, that the consideration
to be received by holders of DPRC Common Stock in the Offer and the Merger is
fair to such holders from a financial point of view. A more complete description
of the factors considered by the Board of Directors is set forth in the attached
Solicitation/Recommendation Statement on Schedule 14D-9.
A more complete description of the Offer and the Merger are set forth in
the accompanying Offer to Purchase dated June 30, 1999, 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 before making a decision with respect to
tendering your Shares in the Offer.
Sincerely,
/s/ XXXX XXXXX XXXXXX
Xxxx Xxxxx Xxxxxx
Chairman of the Board
and Chief Executive Officer
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Data Processing Resources Corporation -- 00000 Xxx Xxxxxx Xxxxxx, Xxxxx
000 -- Xxxxxx, XX 00000 -- (000) 000-0000 -- (000) 000-0000 FAX
