TESCORP, INC.
December 10, 1997
Dear Shareholder:
On behalf of the Board of Directors of Tescorp, Inc. (the "Company"), we are
pleased to inform you that the Company has entered into an Amended Stock
Purchase Agreement, dated as of November 26, 1997 (the "Merger Agreement"), with
Tescorp Aquisition Corporation ("Acquisition"), a wholly-owned subsidiary of
Supercanal Holding S.A. ("Supercanal"), pursuant to which, on December 8, 1997,
Acquisition commenced a cash tender offer (the "Offer") to purchase (i) all
outstanding shares of the Company's Common Stock (the "Common Stock") for $4.50
per share and (ii) all outstanding shares of the Company's Series 1995 8%
Convertible Preferred Stock (the "8% Preferred Stock") for $144 plus accrued and
unpaid dividends per share (a share of either class of stock is a "Share").
Under the Merger Agreement, assuming the Offer is successful, it will be
followed by a merger (the "Merger") in which (i) any remaining shares of Common
Stock not tendered pursuant to the Offer will be converted into the right to
receive a cash amount of $4.50 per share, without interest and (ii) any
remaining shares of 8% Preferred Stock will be converted into the right to
receive a cash amount of $144 plus accrued and unpaid dividends per share,
without interest (except any shares as to which the holder has properly
exercised dissenters' rights of appraisal).
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER AND MERGER AND
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY ACCEPT
THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at this recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Schedule 14D-9 (without
the bulky exhibits), including, among other things, the opinion of ▇▇▇▇▇▇▇ and
▇. ▇▇▇▇▇▇▇▇▇▇▇▇, Inc., the Company's financial advisor, that the consideration
to be received by the holders of Shares in the Offer and Merger is fair to such
holders from a financial point of view.
We urge you to read the information contained in our Schedule 14D-9, as well
as the materials provided to you by Aquisition and Supercanal, carefully in
making your decision with respect to tendering your Shares pursuant to the
Offer.
On behalf of the Board of Directors,
/s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
DIRECTOR, PRESIDENT AND
CHIEF OPERATING OFFICER
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