Exhibit 12
January 10, 2001
Dear Fellow Shareholders:
We are pleased to inform you that on December 28, 2000, The Xxxxxx
Biomechanics Group, Inc. ("Xxxxxx") entered into a Tender Offer Agreement (the
"Agreement") with OrthoStrategies, Inc., a New York corporation ("OS"), and
OrthoStrategies Acquisition Corp., a New York corporation and wholly owned
subsidiary of OS ("Purchaser"), pursuant to which Purchaser has today commenced
a tender offer (the "Offer") to purchase up to 75% of the issued and outstanding
shares of common stock, par value $.02 per share, of Xxxxxx (the "Shares"), at a
price of $1.525 per Share in cash.
Your Board of Directors has (i) determined that the Agreement and the
transactions contemplated thereby, including the Offer, are fair to and in the
best interests of the Xxxxxx shareholders and (ii) approved the Agreement and
the transactions contemplated thereby, including the Offer. The Xxxxxx Board of
Directors recommends that Xxxxxx'x shareholders accept the Offer and tender
their Shares pursuant to the Offer. You are advised, however, to obtain a
current market quote for the Shares. On January 9, 2001, the closing price of
the Shares was $1.75 per Share.
In arriving at its recommendations, the Xxxxxx 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 December 28, 2000, of Xxxxxxxx
& Xxxxxxx, Xxxxxx'x financial advisor, to the effect that, as of such date, the
consideration to be received by the holders of Shares pursuant to the Offer was
fair to such shareholders and Xxxxxx 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 January 10, 2001, of the 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 provide instructions as to how to tender your Shares. We urge you
to read the enclosed materials carefully.
Sincerely,
Xxxxxxx X. Xxxxx
Chairman of the Board
