EXHIBIT 57
XXXXXX BROTHERS
March 30, 1998
Board of Directors
Metromail Corporation
000 Xxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Members of the Board:
We understand that Metromail Corporation (the "Company"), The Great Universal
Stores P.L.C. ("XXX") and XXX Acquisition Corp., a subsidiary of XXX ("Newco,"
and, together with XXX, the "Bidder"), have entered into an Agreement and Plan
of Merger (the "Merger Agreement") and related Stock Purchase Agreements (the
"Stock Purchase Agreements"), each dated as of March 12, 1998, which provide,
among other things, for (i) the tender offer by Newco for all outstanding shares
of common stock, together with certain associated rights, of the Company for
consideration of $34.50 net per share in cash (the "Tender Offer"), and (ii) the
subsequent merger (the "Merger," and together with the Tender Offer, the
"Proposed Transaction") of Newco with and into the Company, pursuant to which
each outstanding share of the common stock of the Company (other than shares
held in treasury or held by the Bidder or any of its affiliates or as to which
dissenters' rights are exercised) will be converted into the right to receive
consideration of $34.50 net per share in cash. The terms and conditions of the
Proposed Transaction are set forth in more detail in the Merger Agreement.
We have been requested by the Board of Directors of the Company to render our
opinion with respect to the fairness, from a financial point of view, to the
Company's stockholders of the consideration to be offered to such stockholders
in the Proposed Transaction. We have not been requested to opine as to, and
our opinion does not in any manner address, the Company's underlying business
decision to proceed with or effect the Proposed Transaction.
In arriving at our opinion, we reviewed and analyzed: (i) the Merger
Agreement, the Stock Purchase Agreements and the specific terms of the
Proposed Transaction, (ii) publicly available information concerning the
Company that we believe to be relevant to our analysis, (iii) financial and
operating information with respect to the business, operations and prospects
of the Company furnished to us by the Company, (iv) a trading history of the
Company's common stock from June 13, 1996, its initial public offering date,
to the present and a comparison of that trading history with those of other
companies that we deemed relevant, (v) a comparison of the historical
financial results and present financial condition of the Company with those of
other companies that we deemed relevant, and (vi) a comparison of the
financial terms of the Proposed Transaction with the financial terms of
certain other recent transactions that we deemed relevant. We also have had
discussions with the management of the Company concerning its business,
operations, assets, financial condition and prospects and have undertaken such
other studies, analyses and investigations as we deemed appropriate.
XXXXXX BROTHERS INC.
000 XXXXX XXXXXXX XXXXXX XXXXXXX, XX 00000 PHONE 312 609 7200
In addition, in arriving at our opinion, we have considered the results of
efforts to solicit indications of interest from third parties with respect to
the purchase of the Company and reviewed and analyzed (i) the terms of the
most recent offer to purchase the Company received from American Business
Information, Inc., (ii) the risks of such offeror being unable to consummate
its proposed acquisition of the Company, and (iii) the time that may be
required for such offeror to consummate its proposed acquisition of the
Company.
In arriving at our opinion, we have assumed and relied upon the accuracy and
completeness of the financial and other information provided by the Company
and used by us without assuming any responsibility for independent
verification of such information and have further relied upon the assurances
of management of the Company that they are not aware of any facts or
circumstances that would make such information inaccurate or misleading. With
respect to the financial projections of the Company, upon advice of the
Company we have assumed that such projections have been reasonably prepared on
a basis reflecting the best currently available estimates and judgments of the
management of the Company as to the future financial performance of the
Company and that the Company will perform substantially in accordance with
such projections. In arriving at our opinion, we have not conducted a physical
inspection of the properties and facilities of the Company and have not made
or obtained any evaluations or appraisals of the assets or liabilities of the
Company. Our opinion necessarily is based upon market, economic and other
conditions as they exist on, and can be evaluated as of, the date of this
letter.
Based upon and subject to the foregoing, we are of the opinion as of the date
hereof that, from a financial point of view, the consideration to be offered
to the stockholders of the Company in the Proposed Transaction is fair to such
stockholders.
We have acted as financial advisor to the Company in connection with the
Proposed Transaction and will receive a fee for our services which is
contingent upon the consummation of the Proposed Transaction. In addition, the
Company has agreed to indemnify us for certain liabilities that may arise out
of the rendering of this opinion. We also have performed various investment
banking services for the Company in the past (including acting as co-manager
for the Company's initial public offering and as financial advisor to the
Company in its acquisition of Atlantes Corporation) and have received
customary fees for such services. In the ordinary course of our business, we
actively trade in the equity securities of the Company for our own account and
for the accounts of our customers and, accordingly, may at any time hold a
long or short position in such securities.
This opinion is for the use and benefit of the Board of Directors of the
Company and is rendered to the Board of Directors in connection with its
consideration of the Proposed Transaction. This opinion is not intended to be
and does not constitute a recommendation to any stockholder of the Company as
to whether to accept the consideration to be offered to the stockholders in
connection with the Proposed Transaction.
Very truly yours,
/s/ Xxxxxx Brothers
Xxxxxx Brothers
