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AMERICAN BUILDINGS COMPANY
0000 XXXXX XXXXX XXXX
XXXXXXX, XXXXXXX 00000
April 13, 1999
Dear Stockholder:
We are pleased to inform you that on April 7, 1999, American Buildings
Company (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with ABCO Holdings Corp. ("Parent") and its wholly owned
subsidiary, ABCO Acquisition Corp. ("Purchaser"), which provides for the
acquisition of the Company by Onex Corporation, an Ontario, Canada corporation
which indirectly owns Parent and Purchaser. 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") for
$36.00 per Share in cash. The Merger Agreement further provides that, following
consummation of the Offer, Purchaser will be merged with and into the Company
(the "Merger") and all Shares not purchased in the Offer (other than those held
by stockholders who perfect their appraisal rights, Shares owned by Parent or
Purchaser and Shares owned by the Company or any subsidiary of the Company) will
be converted in the Merger into the right to receive $36.00 per Share in cash.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY (WITH ONE DIRECTOR NOT PRESENT)
APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER AND DEEMED THEM
ADVISABLE, AND HAS DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO AND IN
THE BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS. THE BOARD UNANIMOUSLY (WITH
ONE DIRECTOR NOT PRESENT) RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE
OFFER AND TENDER THEIR SHARES IN 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 Xxxxxx Read LLC, the
Company's financial advisor, to the effect that, as of April 7, 1999, the $36.00
in cash to be received by the Company's stockholders in the Offer and the Merger
is fair from a financial point of view to the Company's stockholders. The full
text of the written opinion of Xxxxxxx Xxxxxx Read LLC, dated April 7, 1999,
which sets forth the assumptions made, matters considered and limitations on the
review undertaken in connection with the opinion, is attached to the Schedule
14D-9 as Annex B. All stockholders are urged to, and should, read the opinion of
Xxxxxxx Xxxxxx Read LLC carefully in its entirety.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated April 13, 1999, of Parent and
Purchaser, 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. We urge you to read the enclosed materials carefully.
On behalf of the Board of Directors and management of the Company, we thank
you for the support you have given to the Company.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Chairman of the Board of Directors
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
