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EXHIBIT 16
[OEA LOGO]
March 24, 2000
Dear Fellow Stockholders:
We are pleased to inform you that on March 12, 2000, OEA, Inc., a Delaware
corporation ("OEA"), entered into an Amended and Restated Agreement and Plan of
Merger (the "Merger Agreement") with Autoliv, Inc., a Delaware corporation
("Parent"), and OEA Merger Corporation., a Delaware corporation ("Merger Sub")
and an indirectly wholly owned subsidiary of Parent, pursuant to which Merger
Sub has today commenced a tender offer (the "Offer") to purchase all of the
outstanding shares of common stock, par value $.10 per share ("Shares"), of OEA
for $10.00 per Share in cash. Under the Merger Agreement and subject to the
terms thereof, following the Offer, Merger Sub will be merged with and into OEA
(the "Merger") and all Shares not purchased in the Offer (other than Shares held
by Xxxxxx, Merger Sub or OEA, or Shares held by dissenting stockholders) will be
converted into the right to receive $10.00 per Share in cash.
YOUR BOARD OF DIRECTORS HAS (I) DETERMINED THAT THE OFFER AND THE MERGER
ARE FAIR TO AND IN THE BEST INTERESTS OF OEA'S STOCKHOLDERS AND (II) APPROVED
THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE
OFFER AND THE MERGER. THE OEA BOARD OF DIRECTORS RECOMMENDS THAT OEA'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the OEA Board gave careful consideration
to a number of factors described in the attached Schedule 14D-9 which has been
filed today with the Securities and Exchange Commission, including, among other
things, the opinion, dated March 12, 2000, of Deutsche Bank Securities Inc.,
OEA's financial advisor, to the effect that, as of such date, the consideration
to be received by holders of Shares pursuant to the Merger Agreement was fair to
such stockholders from a financial point of view.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase of Merger Sub, together with 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 the
Merger and provide instructions as to how to tender your Shares. We urge you to
read the enclosed materials carefully.
Sincerely,
/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
President and Chief Executive
Officer
OEA, Inc.
00000 Xxxx Xxxxxx Xxxxxx
P.O. Box 100488
Denver, Colorado 80250
(000) 000-0000
