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[THE NORTH FACE, INC. LOGO]
April 19, 2000
Dear Stockholders:
We are pleased to inform you that, on April 7, 2000, The North Face, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with VF Corporation and Sequoia Acquisition, Inc., VF Corporation's
wholly owned subsidiary, providing for the acquisition of the Company. Pursuant
to the Merger Agreement, Sequoia Acquisition, Inc. has commenced a tender offer
for all the outstanding shares of the Company's common stock at $2.00 per share,
net to the sellers in cash (the "Offer").
Following the successful completion of the Offer, Sequoia Acquisition, Inc.
will merge into the Company (the "Merger"), and all the shares not purchased in
the Offer will be converted into the right to receive $2.00 per share in cash in
the Merger without interest. As a result of the Merger, the Company will become
a wholly owned subsidiary of VF Corporation.
YOUR BOARD OF DIRECTORS HAS (1) UNANIMOUSLY DETERMINED THAT EACH OF THE
MERGER AGREEMENT, THE OFFER AND THE MERGER IS FAIR TO, AND IN THE BEST INTERESTS
OF, THE STOCKHOLDERS OF THE COMPANY, (2) DULY APPROVED THE MERGER AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND
(3) UNANIMOUSLY RECOMMENDED THAT THE STOCKHOLDERS OF THE COMPANY ACCEPT THE
OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER, AND APPROVE AND ADOPT THE
MERGER AGREEMENT AND THE MERGER.
Enclosed with this letter is a copy of the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, which describes the
reasons for your Board's recommendation. Also enclosed are the Offer to Purchase
by Sequoia Acquisition, Inc., together with related materials, including a
Letter of Transmittal to be used for tendering your shares. These materials set
forth in detail the terms and conditions of the tender offer, and provide
instructions on how to tender your shares. I urge you to read the enclosed
materials carefully.
Very truly yours,
/s/ XXXXXXXX X. XXXXX
XXXXXXXX X. XXXXX
Chief Executive Officer