1
EXHIBIT 99.4
June 3, 1999
To Our Stockholders:
I am pleased to inform you that Marcam Solutions, Inc. ("Marcam"),
Invensys, plc, M Acquisition Corp., an indirect wholly owned subsidiary of
Invensys, and M Merger Sub, Inc., a direct wholly owned subsidiary of Purchaser
and an indirect wholly owned subsidiary of Invensys ("Offeror"), have entered
into an Agreement and Plan of Merger dated as of May 27, 1999 (the "Merger
Agreement") pursuant to which Offeror has commenced a cash tender offer (the
"Offer") to purchase all of the outstanding shares of Marcam common stock and
associated preferred stock purchase rights (the "Shares") for $7.50 per share.
Under the Merger Agreement, the Offer will be followed by a merger of Offeror
into Marcam (the "Merger") in which any remaining Shares (other than Shares as
to which appraisal rights have been properly exercised and perfected, Shares
held in treasury by the Company or Shares owned by Invensys or its affiliates)
will be converted into the right to receive $7.50 per Share in cash, without
interest.
Your Board of Directors has unanimously determined that the Offer and the
Merger are fair to and in the best interests of Xxxxxx's stockholders and
recommends that stockholders accept the Offer and tender their Shares pursuant
to the Offer. You are encouraged to consult with your financial or tax adviser
regarding the impact thereof on you prior to tendering your Shares in the Offer
or voting to approve the Merger.
In arriving at its recommendations, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that has been filed with the Securities and Exchange Commission, including,
among other things, the opinion of Broadview International LLC, the financial
advisor retained by the Board of Directors, to the effect that, as of May 25,
1995, the $7.50 in cash to be received by the holders of Shares in the Offer and
Merger is fair to such holders from a financial point of view.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated June 3, 1999, of Offeror, together with
related materials, including a Letter of Transmittal to be used for tendering
your Shares. These documents set forth the terms and conditions of the Offer and
the Merger and provide instructions as to how to tender your Shares. We urge you
to read the enclosed material carefully.
Sincerely,
/s/ XXXXXXXX X. XXXXX
--------------------------------------
Xxxxxxxx X. Xxxxx
Chairman of the Board, President
and Chief Executive Officer
