[LOGO] DATA RESEARCH ASSOCIATES, INC.
0000 Xxxxx Xxxxxx Xxxx
Post Office Xxx 0000
Xx. Xxxxx, XX 00000-0000 XXX
000 000-0000 US/Canada
000 000-0000 Facsimile
000 000-0000
July 25, 2001
Dear Shareholder:
As you know, Data Research entered into an Agreement and Plan of Merger with
SIRSI Holdings Corp., a Delaware corporation (the "Parent"), and XxXxxxx
Acquisition Inc., a Delaware corporation (the "Purchaser") and an indirect
wholly owned subsidiary of the Parent, dated as May 16, 2001 and amended as of
June 27, 2001, July 12, 2001 and July 24, 2001 (the "Merger Agreement"). The
Merger Agreement provides for the merger of Purchaser with and into Data
Research, with Data Research as the surviving corporation becoming an indirect
wholly-owned subsidiary of Parent.
Under the terms of the Merger Agreement, Purchaser was not required to
commence a tender offer until a firm financing commitment for the funding of its
acquisition was obtained. Having obtained this financing commitment, Purchaser
has today commenced a tender offer to purchase all outstanding shares of Data
Research common stock at a price of $11.00 per share, net to tendering
shareholders in cash. The tender offer is currently scheduled to expire at 12:00
o'clock midnight, New York City time, on August 21, 2001. If the tender offer is
successfully completed and upon receipt of all necessary shareholder approvals,
Purchaser will be merged into Data Research and all shares of Data Research
common stock not purchased in the tender offer will be converted into the right
to receive in cash the same per share purchase price as paid in the tender offer
(except shares held by shareholders who object to the merger, demand payment of
the fair value for their shares under applicable Missouri law and, as of the
Effective Time of the Merger, have neither withdrawn nor lost the right to such
demand).
Your board of directors has unanimously approved each of the Merger
Agreement, the tender offer, and the merger, and has determined that each of the
Merger Agreement, the tender offer, the merger and the transactions contemplated
by the Merger Agreement is fair to and in the best interests of holders of Data
Research's common stock. Accordingly, your board of directors recommends that
you accept the tender offer and tender your Data Research common stock to
Purchaser in the tender offer.
In arriving at its recommendations, the board of directors gave careful
consideration to a number of factors that are described in the enclosed
Schedule 14D-9, including, among other things, the opinion dated May 15, 2001,
of Crescendo Capital Partners, LLC, our financial advisor, that, as of such date
and based upon and subject to the assumptions made, procedures followed, matters
considered, and limitations on the review described to the board, the cash
consideration to be received by the holders of Data Research's common stock in
the tender offer and the merger was fair from a financial point of view to such
holders.
Also accompanying this letter is a copy of Purchaser's Offer to Purchase and
related materials, including a letter of transmittal for use in tendering your
shares. These documents set forth the terms and conditions of Purchaser's tender
offer and provide instructions as to how to tender your shares. We urge you to
read each of the enclosed materials carefully.
On behalf of the board of directors, I extend our thanks and appreciation
for the past support of all of our shareholders.
Sincerely,
Xxxxxxx X. Xxxxxxxxx
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
