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Exhibit 8
Mecklermedia
THE INTERNET MEDIA COMPANY
October 15, 1998
Dear Fellow Stockholders:
We are pleased to inform you that on October 7, 1998, Mecklermedia
Corporation (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Penton Media, Inc. ("Parent") and Internet World Media,
Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which
Purchaser has commenced a tender offer (the "Offer") to purchase all of the
outstanding shares of the Company's common stock, par value $0.01 per share (the
"Shares"), for a cash price of $29.00 per Share. The Offer is conditioned upon,
among other things, there being validly tendered prior to the expiration of the
Offer and not properly withdrawn a number of Shares which, together with the
Shares to be acquired pursuant to the Tender, Voting and Option Agreement, as
defined below, represents at least a majority of the total number of outstanding
Shares on a fully diluted basis. The Offer is also subject to certain other
terms and conditions as set forth in the accompanying Offer to Purchase. The
Merger Agreement provides that following consummation of the Offer, Purchaser
will be merged (the "Merger") with and into the Company and those Shares that
are not acquired in the Offer will be converted into the right to receive $29.00
per Share in cash.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER AND ADOPTED THE
MERGER AGREEMENT AND DETERMINED THAT THE TERMS OF THE OFFER, THE MERGER AND THE
IWORLD TRANSACTION (AS DEFINED IN THE ENCLOSED SCHEDULE 14D-9) 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 PURSUANT TO THE OFFER. In arriving at its recommendation, the Board of
Directors considered the factors described in the accompanying Schedule 14D-9,
including the opinion of the Company's financial advisor, Xxxxx & Company
Incorporated ("Xxxxx & Company"), to the effect that the consideration to be
received by the stockholders of the Company pursuant to the Offer and the Merger
is fair to the holders of Shares, options and warrants from a financial point of
view. A copy of Xxxxx & Company's written opinion, which sets forth the
assumptions made, procedures followed and matters considered in, and the
limitation on, the review by Xxxxx & Company in rendering its opinion is
attached to the Schedule 14D-9 as Schedule I.
The accompanying Offer to Purchase sets forth all of the terms of the
Offer. Additionally, the enclosed Schedule 14D-9 sets forth additional
information regarding the Offer and the Merger relevant to making an informed
decision. We urge you to read these materials carefully and in their entirety.
Very truly yours,
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Chairman of the Board and Chief
Executive Officer
Mecklermedia Corporation Phone: 000-000-0000 E-Mail: xxxx@xxxxxxxxxxxx.xxx
00 Xxxxxxx Xxxxxx Fax: 000-000-0000 URL: xxxx://xxx.xxxxxxxx.xxx
Westport, CT 06880
