1
[XXXXXXX CONTAINER CORPORATION LOGO]
XXXXXXX CONTAINER CORPORATION
000 XXXX XXXX XXXX
XXXXX 000
XXXXXXXXX, XXXXXXXX 00000
September 28, 2001
Dear Xxxxxxx Container Corporation Stockholder:
I am pleased to inform you that on September 27, 2001, Xxxxxxx Container
Corporation ("Xxxxxxx") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Temple-Inland Inc. ("Temple-Inland") and Temple-Inland
Acquisition Corporation, an indirect wholly-owned subsidiary of Temple-Inland
(the "Purchaser").
Pursuant to the Merger Agreement, the Purchaser is today commencing a
tender offer (the "Offer") to purchase all outstanding shares of Class A Common
Stock, par value $.0001 per share, of Xxxxxxx, including the associated rights
to purchase preferred stock (the "Shares"), at a price of $1.80 per Share. The
$1.80 per Share being offered by Temple-Inland represents approximately a 64%
premium to our closing stock price on September 5, 2001, the second to last full
trading day before the Board of Directors approved the Merger Agreement.
The Merger Agreement provides that if the Offer is completed, the Purchaser
will merge with and into Xxxxxxx (the "Merger"). In the Merger, each Share not
acquired by Purchaser in the Offer will be converted into the right to receive
the same consideration paid pursuant to the Offer.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND
DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS
OF, THE XXXXXXX STOCKHOLDERS. ACCORDINGLY, YOUR BOARD OF DIRECTORS RECOMMENDS
THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, which is being filed with the Securities and Exchange
Commission, including, among other things, the separate opinions of Deutsche
Banc Xxxx. Xxxxx Inc. and Rothschild Inc. to the Board of Directors (the
"Opinions"). Subject to the assumptions made, matters considered and limitations
on the review undertaken set forth in the Opinions, the Opinions conclude that
as of the date thereof the $1.80 in cash per Share to be received by the
stockholders of Xxxxxxx in the Offer and the Merger is fair, from a financial
point of view, to such stockholders. The full text of each Opinion is attached
to the enclosed Schedule 14D-9 and we urge you to read them carefully and in
their entirety.
Additional information about the transaction is contained in the enclosed
Schedule 14D-9, which we urge you to read carefully.
Accompanying this letter, in addition to the Schedule 14D-9, is the
Purchaser's Offer to Purchase, dated September 28, 2001, and 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 provide
instructions on how to tender your Shares. On behalf of Xxxxxxx, I urge you to
read the enclosed material and consider this information carefully and I would
like to personally thank you for your time as a stockholder of Xxxxxxx.
Sincerely,
/s/ XXXXXX X. XXXXXXXXX
Xxxxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer
