Exhibit 17
FEBRUARY 6, 1998
PACIFIC
SCIENTIFIC [LOGO]
To Our Shareholders:
I am pleased to inform you that on January 31, 1998 Pacific Scientific
Company entered into an Agreement and Plan of Merger (the "Merger Agreement")
with a direct wholly owned subsidiary of Xxxxxxx Corporation, and ACC
Acquisition Corp., an indirect wholly owned subsidiary of Xxxxxxx Corporation
("Purchaser"). Pursuant to the Merger Agreement, Purchaser today commenced a
tender offer (the "Offer") to purchase all outstanding shares of Pacific
Scientific's Common Stock for $30.25 per share in cash. The Offer is subject to
certain conditions, including the condition that 90% of the outstanding shares
of common stock of Pacific Scientific are tendered prior to the expiration of
the Offer. The Merger Agreement provides that if the Offer is consummated
pursuant to its terms, the Offer will be followed by a merger (the "Merger") of
Purchaser with and into Pacific Scientific without a shareholder vote. If the
Offer is not consummated, the Merger will require the approval of holders of a
majority of the outstanding shares.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE
OFFER AND THE MERGER AND DETERMINED THAT THE OFFER AND MERGER ARE FAIR TO, AND
IN THE BEST INTERESTS OF, PACIFIC SCIENTIFIC AND ITS SHAREHOLDERS. ACCORDINGLY,
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including, among other things, the opinion of BancAmerica
Xxxxxxxxx Xxxxxxx, Pacific Scientific's financial advisor, that the
consideration to be received by the shareholders of the Company pursuant to the
Offer and the Merger is fair to such shareholders from a financial point of
view.
Additional information with respect to the transaction is contained in the
enclosed Schedule 14D-9, including copies of the full text of the opinion of the
financial advisor and certain conditions and limitations thereon, and we urge
you to consider this information carefully.
Your Directors thank you for your continued support.
On behalf of the Board of Directors
Sincerely,
/s/XXXXXX XXXX
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XXXXXX XXXX
Chairman and Chief Executive Officer
