1
Exhibit (a)-1
June 26, 1997
To the Shareholders of
Arden Industrial Products, Inc.:
We are pleased to inform you that on June 16, 1997, Arden Industrial
Products, Inc. (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Park-Ohio Industries, Inc. ("Park-Ohio") and P O
Acquisition Corporation (the "Purchaser"), a wholly-owned subsidiary of
Park-Ohio, pursuant to which Purchaser has today commenced a tender offer (the
"Offer") to purchase all of the outstanding common shares, $.01 par value per
share (the "Shares"), of the Company for $6.00 per Share in cash. Under the
Merger Agreement, following the Offer, Purchaser will be merged (the "Merger")
with and into the Company and all Shares not purchased in the Offer (other than
Shares held by Park-Ohio, Purchaser or the Company, or Shares held by dissenting
shareholders, if any) will be converted into the right to receive $6.00 per
Share in cash.
Your Board of Directors has unanimously approved the Merger Agreement, the
Offer and the Merger and has determined that the Offer and the Merger are fair
to and in the best interests of the Company's shareholders. The Board
unanimously recommends that the Company's shareholders accept the Offer and
tender their Shares in the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Xxxx Xxxxxxxx Incorporated, the
Company's financial advisor, dated June 16, 1997, that, as of such date, the
$6.00 per Share in cash to be received by the holders of Shares in the Offer and
the Merger was fair to such holders 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, dated June 26, 1997, of Purchaser, 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,
Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
