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Exhibit 5
November 18, 1996
Board of Directors
Sudbury, Inc.
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Members of the Board:
Sudbury, Inc. ("Sudbury"), Intermet Corporation ("Intermet") and I M
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Intermet ("Sub"), have proposed to enter into an Agreement and Plan of Merger
dated as of November 18, 1996 (the "Agreement"). Pursuant to the Agreement, Sub
will commence a tender offer to purchase all outstanding shares of the common
stock, par value $0.01 per share, of Sudbury (the "Sudbury Common Stock") at a
purchase price of $12.50 per share, net to the seller in cash (the "Offer"). The
Agreement also provides that, following such Offer, Sub will be merged with and
into Sudbury (the "Merger" and, together with the Offer, the "Transaction")
pursuant to which each outstanding share of Sudbury Common Stock not previously
tendered will be converted into the right to receive $12.50 in cash. You have
requested our opinion as to whether the cash consideration to be received by the
holders of Sudbury Common Stock (other than Intermet and its affiliates) in the
Transaction is fair, from a financial point of view, to such holders.
Xxxx. Xxxxx & Sons Incorporated ("Xxxx. Xxxxx"), 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, negotiated
underwritings, private placements and valuations for estate, corporate and other
purposes. We have acted as financial advisor to the Board of Directors of
Sudbury in connection with the Transaction and will receive a fee for our
services, a significant portion of which is contingent upon the consummation of
the Transaction. We have also in the past provided certain valuation services to
Sudbury for which we have received compensation. In the ordinary course of
business, Xxxx. Xxxxx may actively trade the securities of both Sudbury and
Intermet for our own account and the account of our customers and, accordingly,
may at any time hold a long or short position in securities of Sudbury and
Intermet.
In connection with this opinion, we have reviewed certain publicly
available financial information and other information concerning Sudbury and
certain internal analyses and other information furnished to us by Sudbury. We
have also held discussions with the members of the senior managements of Sudbury
and Intermet regarding the business and prospects of Sudbury. In addition, we
have (i) reviewed the reported prices and trading activity for Sudbury Common
Stock, (ii) compared certain financial and stock market information for Sudbury
with similar information for certain other companies whose securities are
publicly traded, (iii) reviewed the financial terms of certain recent business
combinations which we deemed comparable in whole or in part, (iv) reviewed the
terms of the Agreement, and (v) performed such other studies and analyses and
considered such other factors as we deemed appropriate.
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Board of Directors
Sudbury, Inc.
November 18, 1996
Page 2
We have not independently verified the information described above and for
purposes of this opinion have assumed the accuracy, completeness and fairness
thereof. With respect to the information relating to the prospects of Sudbury,
we have assumed that such information reflects the best currently available
judgments and estimates of the management of Sudbury as to the likely future
financial performance of Sudbury. In addition, we have not made nor been
provided with an independent evaluation or appraisal of the assets or
liabilities of Sudbury, nor have we been furnished with any such evaluations or
appraisals. Our opinion is based on market, economic and other conditions as
they exist and can be evaluated as of the date of this letter.
In arriving at our opinion, we were authorized to solicit, and did solicit,
interest from certain third parties with respect to the acquisition of Sudbury.
Our advisory services and the opinion expressed herein were prepared for
the use of the Board of Directors of Sudbury and do not constitute a
recommendation to any stockholder as to whether or not any stockholder should
tender shares of Sudbury Common Stock in the Offer or how such stockholder
should vote on the proposed Merger. We hereby consent to the inclusion of this
opinion in its entirety as an exhibit to any proxy, registration statement or
tender offer document required to be distributed in connection with the
Transaction.
Based upon and subject to the foregoing, it is our opinion that, as of the
date of this letter, the cash consideration to be received by the holders of
Sudbury Common Stock (other than Intermet and its affiliates) in the Transaction
is fair, from a financial point of view, to such holders.
Very truly yours,
/s/ Xxxx. Xxxxx & Sons Incorporated
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XXXX. BROWN & SONS INCORPORATED
