August 8, 2007
Exhibit
(A)(2)(A)
August 8,
2007
Dear Xxxx Xxxxxxx stockholder:
We are pleased to inform you that on July 25, 2007, Dade
Behring Holdings, Inc. (“Dade Behring”) entered into
an Agreement and Plan of Merger (the “Merger
Agreement”) with Siemens Corporation (“Siemens”)
and Belfast Merger Co. (“Purchaser”), a wholly owned
subsidiary of Siemens.
Under the terms of the Merger Agreement, Purchaser is commencing
today a cash tender offer to purchase all of the outstanding
shares of common stock, par value $0.01 per share, of Dade
Behring (including the preferred share purchase rights attached
thereto) at a purchase price of $77.00 per share, net to the
seller in cash, upon the terms and subject to the conditions set
forth in Purchaser’s Offer to Purchase, dated
August 8, 2007, and related materials enclosed with this
letter. Purchaser’s obligation to accept for payment and
pay for shares validly tendered pursuant to the tender offer and
not properly withdrawn is conditioned upon, among other things,
a majority of the outstanding shares of Dade Behring common
stock, on a partially-diluted basis (as explained in the
enclosed materials), together with any shares owned by Siemens
or its subsidiaries, being validly tendered and not properly
withdrawn prior to the expiration of the tender offer and the
receipt of clearances and approvals under antitrust laws.
Unless subsequently extended in accordance with its terms, the
tender offer is currently scheduled to expire at 12:00 midnight,
New York City time, on September 5, 2007, at which time, if
all conditions to the tender offer have been satisfied or
waived, Purchaser will purchase all shares of Dade Behring
common stock validly tendered pursuant to the tender offer and
not properly withdrawn.
Following the consummation of the tender offer, Purchaser will
merge with and into Dade Behring on the terms and subject to the
conditions set forth in the Merger Agreement, and each share of
Dade Behring common stock that is issued and outstanding (other
than (x) shares of Dade Behring common stock that are held
in treasury by Dade Behring or owned by Siemens, Purchaser or
any direct or indirect subsidiary of Dade Behring, Siemens or
Purchaser or (y) shares of Dade Behring common stock that
are held by stockholders who have validly exercised their
appraisal rights under Delaware law) will thereupon be cancelled
and converted into the right to receive cash in an amount equal
to $77.00 per share.
The board of directors of Xxxx Xxxxxxx has unanimously
determined that the Merger Agreement and the transactions
contemplated thereby, including the tender offer and the merger,
are advisable, fair to and in the best interests of the Dade
Behring stockholders and approved and adopted the Merger
Agreement and the transactions contemplated thereby.
Accordingly, the board of directors of Xxxx Xxxxxxx unanimously
recommends that the Dade Behring stockholders tender their
shares of Dade Behring common stock to Purchaser pursuant to the
tender offer and, if required by Delaware law, adopt the Merger
Agreement in accordance with the applicable provisions of
Delaware law.
In arriving at its recommendation, the board of directors of
Xxxx Xxxxxxx gave careful consideration to a number of factors
that are described in the Solicitation/Recommendation Statement
on
Schedule 14D-9
that accompanies this letter. 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 of Dade Behring common stock to Purchaser
in the tender offer. 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 and consider each of the enclosed materials carefully.
Very truly yours,
Xxx Xxxx-Xxxxxxxx
Chairman of the Board, President & Chief Executive
Officer
