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EXHIBIT (b)(1)
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XXXX, XXXXXXXXX & XXXXXXXX, LTD.
INVESTMENT BANKERS AND ADVISORS
April 7, 1999
Special Committee of the Board of Directors
WinsLoew Furniture, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Gentlemen:
WinsLoew Furniture, Inc. (the "Company") and Trivest Furniture
Corporation (the "Purchaser") have entered into an Amendment and Restated Plan
of Merger dated as of March 30, 1999 (the "Agreement") whereby the Purchaser
would be merged into the Company (the "Merger") pursuant to the terms and
subject to the conditions of the Agreement. The Agreement provides that each
outstanding share of common stock of the Company, other than the shares owned
directly or indirectly by the Purchaser, (the "Public Shareholders") will be
converted into the right to receive $33.00 in cash. You have requested our
opinion to the fairness, from a financial point of view, to the Public
Shareholders of the cash consideration to be received by the Public Shareholders
in the Merger.
In arriving at our opinion, we, among other things: (i) reviewed the
Agreement; (ii) solicited the interest of third parties in submitting a
competing offer for the acquisition of the Company; (iii) met with officers and
certain members of the management of WinsLoew to discuss the respective
business, financial condition, operating results and future prospects; (iv)
reviewed the Company's annual audited financial statements and interim unaudited
financial statements through February 22, 1999; (v) reviewed publicly available
information including recent Securities and Exchange Commission filings and
shareholder communications for WinsLoew; (vi) compared certain financial and
stock market data of WinsLoew with similar data for selected publicly-held
furniture companies; (vii) reviewed projected financial statements through
December 31, 2002 as prepared by management of the Company; (viii) reviewed
historical market price and volume data for the common stock of WinsLoew; (ix)
reviewed various published research reports for WinsLoew; and (x) made such
other financial studies, analyses, and investigations as we deemed appropriate.
In rendering this opinion, we have relied upon the accuracy and
completeness of all financial and other information furnished to us by or on
behalf of the Company and other published information that we considered in our
review. We were not requested to and generally have not undertaken to verify
independently the accuracy and completeness of such information. We have relied
upon the reasonableness of all projections and forecasts provided to us and have
assumed that they were prepared in accordance with accepted practice on bases
reflecting the best currently available estimates and good faith judgments of
the Company's management. Our opinion herein is based on the circumstances
existing and known to us as of the date hereof. We
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Special Committee of the Board of Directors
WinsLoew Furniture, Inc.
April 7, 1999
Page 2
have not made or obtained any independent evaluations or appraisals of the
assets or liabilities (contingent or otherwise) of the Company, nor were we
furnished with any such evaluations or appraisals. Consequently, we do not
express any opinion regarding the value of any of the Company's specific
individual assets. We were not requested to, and therefore did not, participate
in the structuring or negotiating of the Merger and have relied as to certain
legal matters on advice from counsel to the Special Committee.
Our opinion is necessarily based on economic, market, financial and
other conditions as they exist on, and on the information made available to us
as of, the date of this letter. Although subsequent developments may affect this
opinion, we do not have any obligation to update or revise this opinion. Our
opinion does not address (i) the relative merits of the Merger and the other
business strategies or transactions with third parties being considered by the
Company's Board of Directors, (ii) the Board's decision to proceed with the
Merger or (iii) the value of the shares of common stock held by the Purchaser or
fairness of any consideration being received by the Purchaser in the Merger. Our
opinion does not constitute a recommendation to any stockholder as to how such
stockholder should vote on the proposed transaction.
Xxxx, Xxxxxxxxx & Xxxxxxxx, Ltd., as part of its investment banking
services, is regularly engaged in the valuation of businesses and securities in
connection with mergers, acquisitions, underwritings, private placements and
valuations for corporate, estate and other purposes. Pursuant to our engagement
in connection with this fairness opinion, we will receive a fee for our services
in rendering said opinion, a substantial portion of which is contingent upon the
consummation of the Merger. We are familiar with WinsLoew, having acted as
investment banker in the sale of one of the Company's subsidiaries and having
provided investment research on the Company.
The opinion expressed herein is provided for the benefit of the Special
Committee of the Board of Directors of WinsLoew and the opinion, and any
supporting analysis or other material supplied by us may not be quoted, referred
to, or used in any public filing or in any written document or for any other
purpose without the prior written approval of Xxxx, Xxxxxxxxx & Xxxxxxxx, Ltd.
Xxxx, Xxxxxxxxx & Xxxxxxxx, Ltd. consents to the use of this opinion in its
entirety in any proxy statement or other communication from WinsLoew to its
shareholders. This letter is not intended to, and shall not, confer any rights
or remedies upon any security holder of WinsLoew or any other person or entity.
Based upon the foregoing considerations, it is our opinion that as of
April 7, 1999, the consideration to be received by the Public Shareholders of
WinsLoew upon consummation of the Merger is fair, from a financial point of
view, to the Public Shareholders of WinsLoew.
Truly yours,
XXXX, XXXXXXXXX & XXXXXXXX, LTD.
/S/ XXXX XXXXXXXXX & XXXXXXXX, LTD.
