[LOGO]
May 9, 1997
To Our Stockholders:
I am pleased to inform you that on May 5, 1997, Vivra Incorporated (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Incentive AB ("Incentive") and Gambro Healthcare Acquisition Corp.
("Purchaser"), an indirect wholly owned subsidiary of Incentive, pursuant to
which Purchaser has commenced a cash tender offer (the "Offer") to acquire all
of the issued and outstanding shares of the Company's Common Stock, par value
$.01 per share (the "Shares"), for $35.62 per Share, net to the seller in cash.
Under the terms of the Merger Agreement, as soon as practicable after
consummation of the Offer and in accordance with applicable Delaware law,
Purchaser will merge with and into the Company (the "Merger") and each remaining
Share which is then issued and outstanding will be converted into the right to
receive $35.62 per Share, net to the seller in cash (or any higher price that
may be paid in the Offer), without interest.
YOUR BOARD OF DIRECTORS UNANIMOUSLY HAS APPROVED THE MERGER AGREEMENT, THE
OFFER AND THE MERGER, HAS DETERMINED THAT EACH OF THE OFFER AND THE MERGER IS
FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS STOCKHOLDERS, AND
UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Xxxxxxx, Xxxxx & Co., the
Company's financial advisor, that the $35.62 per Share to be received by the
holders of Shares pursuant to the Merger Agreement is fair to such stockholders.
The full text of the written opinion of Xxxxxxx, Xxxxx & Co., which sets forth
assumptions made, matters considered and limitations on the review undertaken in
connection with such opinion, is attached as an exhibit to the Schedule 14D-9
and stockholders are urged to read such opinion in its entirety.
In addition to the attached Schedule 14D-9 relating to the Offer, enclosed
is the Offer to Purchase, dated May 9, 1997, of Purchaser, 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. I urge you to
read the enclosed material carefully.
Sincerely,
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
President and Chief Executive Officer
