Exhibit G
[On Xxxxx Xxxxxxx Companies Letterhead]
September 24, 1995
The Board of Directors
Syntro Corporation
0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Members of the Board:
Syntro Corporation (the "Company), Mallinckrodt Veterinary, Inc. (the "Buyer)
and Mallinckrodt Veterinary Acquisitions, Inc., a wholly-owned subsidiary of
Buyer ("Merger Sub"), have proposed to enter into an Agreement and Plan of
Merger (the "Agreement"). Pursuant to the Agreement, the Merger Sub will
commence a tender offer (the "Tender Offer") to purchase all outstanding shares
of common stock (the "Common Stock") of the Company at a price of $3.55 per
share, net to the seller in cash. The Agreement also provides that following
the Tender Offer, Merger Sub will be merged with and into the Company (the
"Merger" and, together with the Tender Offer, collectively, the "Transaction"),
and that each then outstanding share of Common Stock, subject to certain
exceptions, will be converted in the Merger into the right to receive $3.55 in
cash. You have requested our opinion as to whether the consideration to be
received by the holders of the Common Stock pursuant to the Agreement is fair,
from a financial point of view, to such holders.
Xxxxx Xxxxxxx Inc. ("Xxxxx Xxxxxxx"), as a customary part of its investment
banking business, is engaged in the valuation of businesses and their securities
in connection with mergers and acquisitions, underwriting and secondary
distributions of securities, private placements and valuations for estate,
corporate and other purposes. We make a market in Company Common Stock and
provide research coverage on the Company. We acted as a co-manager of a public
offering of Company Common Stock in April 1992. For our services in rendering
this opinion, the Company will pay Xxxxx Xxxxxxx a fee which is not contingent
upon consummation of the Transaction. However, we have also acted as financial
advisor to the Company in connection with the Transaction, for which we will
receive a separate and more substantial fee from the Company, all of which is
contingent upon consummation of the Transaction. The Company will also
indemnify Xxxxx Xxxxxxx against certain liabilities in connection with its
engagement.
In arriving at our opinion, we have undertaken such reviews, analyses and
inquiries as we deemed necessary and appropriate under the circumstances. Among
other things, we have reviewed the latest available draft of the Agreement,
certain internal financial planning information of the Company prepared by its
management, certain publicly available financial
Syntro Corporation
September 24, 1995
Page 2
and other information of the Company prepared by its management, certain
publicly available financial and other information relative to the Company,
certain other financial and securities data of the Company or representative of
the business sectors in which it operates, and the financial terms, to the
extent publicly available, of certain business combination transactions which we
deemed comparable in whole or in part. We have had discussions regarding the
financial condition, current operating results, business outlook and prospects
for the Company with members of its management.
We have relied upon and assumed the accuracy and completeness of the financial
statements and other information provided by the Company or otherwise made
available to us and have not attempted independently to verify such information.
We have further relied upon the assurances of Company management that the
information provided has been prepared on a reasonable basis and, with respect
to financial planning data, reflects the best currently available estimates, and
that Company management is not aware of any information or facts that would make
the information provided to us incomplete or misleading.
In arriving at our opinion, we have not performed or been furnished with any
appraisals or valuations of specific assets of the Company, and we express no
opinion regarding the liquidation value of the Company. This opinion is based
upon the information available to us and facts and circumstances as they exist
and are subject to evaluation on the date hereof.
This opinion is for the benefit of the Board of Directors of the Company and
shall not be relied upon by others, and shall not be published or otherwise
used, nor shall any public references to us be made, without our written
consent. However, Xxxxx Xxxxxxx does hereby consent to inclusion of this
opinion in any proxy or tender offer document distributed in connection with the
Transaction. This opinion is not intended to be and does not constitute a
recommendation to any shareholder as to whether a shareholder should tender
Common Stock in, or how such shareholder should vote with respect to, the
Transaction.
Based upon and subject to the foregoing and based upon such other factors as we
consider relevant, it is our opinion that the consideration to be received by
the holders of Common Stock pursuant to the Agreement is fair, from a financial
point of view, to such holders as of the date hereof.
Sincerely,
/s/ Xxxxx Xxxxxxx Inc.
XXXXX XXXXXXX INC.
