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[VARITRONICS LETTERHEAD]
February 28, 1996
Dear Varitronic Systems, Inc. Shareholder:
I am pleased to inform you that Varitronics has entered into a Plan and
Agreement of Merger with ▇.▇. ▇▇▇▇▇ Company and two of its subsidiaries (the
"Merger Agreement") providing for the acquisition of all of the issued and
outstanding shares of Varitronics common stock at a net price of $17.50 per
share by a tender offer followed by a merger (the "▇▇▇▇▇ Offer").
The ▇▇▇▇▇ Offer is conditioned upon, among other things, two-thirds of the
total number of shares of common stock outstanding (on a fully diluted basis)
being validly tendered and not withdrawn. The Merger Agreement provides that, as
promptly as practicable following the ▇▇▇▇▇ Offer, all shares which are not
tendered through the ▇▇▇▇▇ Offer will be acquired through a merger at the same
price per share as the ▇▇▇▇▇ Offer (the "Merger").
Varitronic's Board of Directors has, in light of and subject to the terms
and conditions set forth in the Merger Agreement, determined that the ▇▇▇▇▇
Offer and the Merger are fair to, and in the best interests, of the shareholders
of Varitronics.
Your Board of Directors has approved the ▇▇▇▇▇ Offer, and the Merger, and
recommends that shareholders ACCEPT the tender offer and tender their shares.
Attached is a copy of Varitronic's Schedule 14D-9 relating to the ▇▇▇▇▇
Offer, which is being filed today with the Securities and Exchange Commission.
This document should be read carefully. In particular, I call your attention to
Item 4, which describes both the reasons for the Board of Directors
recommendations and certain additional factors that shareholders may wish to
consider.
Sincerely,
[SIG]
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Director
