EXHIBIT 99.4
APRIL 14, 2003
DEAR STOCKHOLDER:
As you know, Xxxxx Corporation Limited ("Xxxxx"), Xxxxx Holdings U.S.A.
Inc., M-W Acquisition, Inc. ("M-W Acquisition") and Xxxxxxx Computer Services,
Inc. ("Xxxxxxx") have entered into an Agreement and Plan of Merger dated as of
January 16, 2003 (and as amended and restated as of April 14, 2003) (the "Merger
Agreement"), pursuant to which, subject to certain conditions, including the
adoption of the Merger Agreement by the stockholders of Xxxxxxx, X-X Acquisition
will merge with and into Xxxxxxx, and thereby Xxxxxxx will become a wholly owned
subsidiary of Xxxxx (the "Merger"). As outlined in the Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus"), which has been sent to
you in a separate mailing, the terms of the Merger Agreement allow Xxxxxxx
stockholders to choose, subject to certain limitations, the type of
consideration (either cash or Xxxxx common shares) that they will receive in
exchange for their Xxxxxxx common shares. It is now time for you to choose the
merger consideration that you wish to receive. All the documents necessary to
complete your election are included in this package. Please review the following
documents carefully:
- The FORM OF ELECTION AND LETTER OF TRANSMITTAL, which enables you to make
your election and attach your stock certificates (if appropriate) along
with a SUBSTITUTE FORM W-9 to certify your taxpayer identification/social
security number;
- The INSTRUCTIONS FOR COMPLETING THE FORM OF ELECTION AND LETTER OF
TRANSMITTAL (the "Instructions"), attached with the FORM OF ELECTION AND
LETTER OF TRANSMITTAL;
- The SUBSTITUTE FORM W-9 GUIDELINES; and
- A RETURN ENVELOPE for mailing items to Computershare Trust Company of New
York (the "Exchange Agent").
You should also carefully read the Proxy Statement/Prospectus which has
been sent to you in a separate mailing.
To make your election, please complete the Form of Election and Letter of
Transmittal and the Substitute Form W-9, attach your Xxxxxxx stock
certificate(s) (if such certificate(s) are required to be sent pursuant to the
Instructions) and mail these items to the Exchange Agent. The Form of Election
and Letter of Transmittal and your stock certificate(s) (if such certificate(s)
are required to be sent pursuant to the Instructions and unless the delivery of
such certificate(s) is guaranteed as set forth in the Instructions) must be
received no later than 5:00 p.m., New York City time, on the business day that
is three trading days prior to the closing date on which the Merger described in
the Merger Agreement becomes effective (the "Election Deadline"). Xxxxx will
publicly announce the Election Deadline as soon as practicable. If you fail to
make a proper election by the Election Deadline for any of your Xxxxxxx common
shares, you will receive cash or stock consideration based on what is available
after other Xxxxxxx stockholders have made their elections.
If you have any questions regarding the forms or the election process,
please contact the Information Agent, Xxxxxx & Co., Inc. at (000) 000-0000 (for
stockholders) and (000) 000-0000 (for banks and brokerage firms).
This communication is not a solicitation of a proxy from any stockholder of
Xxxxxxx. Xxxxx has filed with the Securities and Exchange Commission (the "SEC")
the Proxy Statement/Prospectus which was mailed to Xxxxxxx stockholders on April
15, 2003. Xxxxx and Xxxxxxx may file other relevant documents concerning the
Merger. WE URGE INVESTORS IN XXXXXXX TO READ THE PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors will be able to obtain the documents free of
charge at the SEC's website, xxxx://xxx.xxx.xxx. In addition, documents filed
with the SEC by Xxxxx will be available free of charge from Xxxxx Corporation
Limited, c/x Xxxxx Executive Offices, Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000.
Documents filed with the SEC by Xxxxxxx will be available free of charge from
Xxxxxxx Computer Services, Inc., 0000 Xxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000-0000.
Xxxxx Corporation Limited
Xxxxxxx Computer Services, Inc.
