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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 X.X. Xxxxx 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 "Xxxxx Offer").
The Xxxxx 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being validly tendered and not withdrawn.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 Xxxxx Offer, all shares which are not
tendered through the Xxxxx Offer will be acquired through a merger at the same
price per share as the Xxxxx 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 Xxxxx
Offer and the Merger are fair to, and in the best interests, of the shareholders
of Varitronics.
Your Board of Directors has approved the Xxxxx 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 Xxxxx
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]
Xxxx X. XxxXxxxxx
Director
