1
[HARCOURT GENERAL LETTERHEAD]
November 8, 2000
Dear Stockholder:
We are pleased to inform you that on October 27, 2000, Harcourt General,
Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Xxxx Elsevier Inc. ("Parent") and REH Mergersub Inc., a
wholly-owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger
Agreement, Purchaser commenced a tender offer today (the "Offer") to purchase
all outstanding shares of Common Stock of the Company, at a price of $59.00 per
share in cash and all outstanding shares of Series A Cumulative Convertible
Stock of the Company, at a price of $77.29 per share in cash. The Offer will be
followed by a merger (the "Merger") of Purchaser with and into the Company,
pursuant to which each share of Common Stock and Series A Stock not purchased in
the Offer will be converted into the right to receive in cash the price paid in
the Offer. We are very excited about the transaction and hope you share our
views.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE OFFER AND THE MERGER ARE
FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF THE COMPANY AND
UNANIMOUSLY RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES PURSUANT
TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors, as described in the attached Schedule
14D-9, including the written opinion of Xxxxxxx, Xxxxx & Co., the Company's
financial advisor, that as of the date of the opinion, the consideration to be
received by the holders of Common Stock (other than the Xxxxx family) in the
Offer and the Merger is fair to such holders from a financial point of view. A
copy of Xxxxxxx Xxxxx' written opinion, which sets forth the assumptions made,
procedures followed, matters considered and limitations of the review undertaken
by Xxxxxxx Xxxxx in rendering its opinion, is included as Annex A to the
attached Schedule 14D-9. You should read the opinion carefully and in its
entirety.
Enclosed are the Offer to Purchase dated November 8, 2000, the Letter of
Transmittal and related documents. These documents set forth the terms and
conditions of the Offer and provide detailed information about the transactions
and include instructions as to how to tender your shares. The attached Schedule
14D-9 describes in more detail the reasons for your Board's conclusions and
contains other information relating to the tender offer. We urge you to consider
this information carefully.
Sincerely,
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Chairman of the Board of Directors
