EXHIBIT 2
[SENECA INVESTMENTS LLC LETTERHEAD]
May 14, 2001
To the Board of Directors of Xxxxxx.xxx Ltd.
00 Xxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We own 45.3% of the Xxxxxx.xxx Ltd. common shares. In addition, we have entered
into a binding agreement to acquire an additional 20.4% of the outstanding
shares. The ultimate consideration to be paid for these shares is calculated
under an earn-out structure. Under this structure, a payment of $0.94 per share
would be made at the closing, an additional $0.47 per share would subsequently
be paid and further payments, if any, would depend on substantial improvements
in the Company's results of operations through December 31, 2006.
We propose to acquire the 15.1 million shares held by other stockholders for
$3.00 per share. Payment would be made in cash at closing and not be dependent
on the Company's future results of operations. The $3.00 per share price
represents an 84.9% premium over average market prices for the 60 calendar days
ending May 11, 2001, and a 46.3% premium to the $2.05 per share closing price
for the Company common stock on May 11th.
We have on hand sufficient cash and other financial resources to complete the
transaction. The completion of the transaction would be subject only to approval
by the Company's Board of Directors or an authorized committee, participation in
the transaction by the holders of at least two-thirds of the Company shares not
owned by us or under contract to purchase, the execution of mutually
satisfactory customary documentation and similar conditions customary for a
transaction of this type, such as regulatory approvals. We will furnish forms of
such documentation to you at your request.
We are, of course, willing to meet with you to discuss any aspect of our
proposal, and will make ourselves available to you for this purpose at your
convenience.
We look forward to hearing from you as soon as reasonably practicable.
Very truly yours,
/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
Chief Executive Officer
