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EXHIBIT (a)(1)
CIMCO LOGO
000 XXXXXX XXXXXX - XXXXX XXXX, XXXXXXXXXX 00000-0000 -
TEL (000) 000-0000 - FAX (000) 000-0000
December 27, 1995
Dear Stockholder:
On December 19, 1995, CIMCO, Inc., a Delaware corporation ("CIMCO"),
entered into an agreement and plan of merger (the "Merger Agreement") with M.A.
Xxxxx Company, a Delaware corporation, and Hanwest, Inc. ("Hanwest"), a Delaware
corporation and wholly-owned subsidiary of M.A. Xxxxx Company, which provides
for the acquisition of all of the outstanding Common Stock of CIMCO by Hanwest
for $10.50 per share in cash.
Pursuant to the Merger Agreement, Hanwest has today commenced a cash tender
offer (the "Tender Offer") for all of CIMCO's outstanding Common Stock at $10.50
net in cash per share. Following consummation of the Tender Offer, CIMCO will
merge with Hanwest (the "Merger") and, as a result, become a wholly-owned
subsidiary of M.A. Xxxxx Company. The holders of shares of Common Stock who do
not tender their shares in the Tender Offer will be entitled to receive $10.50
per share in cash in the Merger.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE TERMS OF THE TENDER OFFER
AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE CIMCO
STOCKHOLDERS, AND HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT WITH M.A. XXXXX
COMPANY AND HANWEST, AND RECOMMENDS THAT ALL HOLDERS OF COMMON STOCK ACCEPT THE
OFFER AND TENDER THEIR SHARES.
As a stockholder of CIMCO that owns approximately 20% of CIMCO's
outstanding shares, I have agreed to tender my shares to Hanwest in the Tender
Offer.
Enclosed with this letter is Hanwest's Offer to Purchase and a letter of
transmittal instructing you how to tender your shares. These documents set forth
the terms and conditions of Hanwest's Tender Offer. Attached to this letter is a
copy of CIMCO's Schedule 14D-9 (without all of the bulky exhibits), which sets
forth the reasons for the Board's recommendation and the background of the
transaction.
The Schedule 14D-9 and Hanwest's offering materials should be read
carefully.
On behalf of the CIMCO Board of Directors,
Sincerely,
XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
President and Chief Executive Officer
PRECISION THERMOPLASTIC COMPONENTS FOR INDUSTRIAL, COMMERCIAL, AND MEDICAL
APPLICATIONS
