Exhibit (a)(1)(D)
[Lowrance Electronics, Inc. Letterhead]
January 16, 2001
Dear Stockholder:
We are pleased to inform you that on January 4, 2001, Lowrance Electronics,
Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Cobra Electronics Corporation, a Delaware corporation
("Parent"), and Blue Xxxxxx, Inc. ("Purchaser"), a Delaware corporation and
wholly owned subsidiary of Parent, which provides for the acquisition of the
Company by Parent. Under the terms of the Merger Agreement, Purchaser today
commenced a tender offer (the "Offer") to purchase all of the Company's
outstanding shares of common stock (the "Shares") at a price of $8.25 per Share
in cash. Following the successful completion of the Offer, Purchaser will be
merged with the Company (the "Merger"), and all outstanding Shares not
purchased in the Offer will receive in the Merger the same $8.25 per Share in
cash consideration. The Offer is subject to certain conditions, including the
conditions that (i) at the expiration of the Offer there shall have been
validly tendered and not withdrawn a number of Shares which constitutes at
least 63 1/3 percent of the Shares that in the aggregate are outstanding
determined on a fully diluted basis, and (ii) Parent shall have received the
proceeds of debt financing in an amount necessary to consummate the
transactions contemplated by the Merger Agreement on terms satisfactory to
Parent in its sole discretion.
Your Board of Directors has unanimously approved the Merger Agreement and
the transactions contemplated thereby and determined unanimously that the Offer
and the Merger are advisable and fair to and in the best interests of the
stockholders of the Company and recommends that all stockholders of the Company
accept the Offer and tender all of their Shares pursuant to the Offer. All
directors have agreed to tender their Shares and, if a stockholder vote is
required, to vote in favor of the Merger.
Enclosed for your consideration are copies of the tender offer materials and
the Company's Schedule 14D-9 being filed today with the Securities and Exchange
Commission. These documents should be read carefully. In particular, we call
your attention to Item 4 of the Schedule 14D-9 which describes both the reasons
for the Board's recommendation and certain additional factors that stockholders
may wish to consider before taking action with respect to the Offer.
On behalf of the management and directors of the Company, we thank you for
the support you have given the Company.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
President and Chief
Executive Officer
