July 22, 1998
To Our Stockholders:
On behalf of the Board of Directors of XxXxxxx Aircraft Holdings, Inc.,
(the "Company"), we are pleased to inform you that, on June 16, 1998, the
Company entered into an Agreement and Plan of Merger (the "Merger Agreement")
with XxXxxxx Acquisition Co., a wholly-owned subsidiary of DLJ Merchant Banking
Partners II, L.P., pursuant to which XxXxxxx Acquisition Co., has today
commenced a cash tender offer (the "Offer") to purchase all of the outstanding
shares (the "Shares") of the Company's Common Stock at $23.00 per Share. Under
the Merger Agreement, the Offer will be followed by a merger (the "Merger") in
which any remaining Shares will be converted into the right to receive $23.00
per Share in cash, without interest thereon.
Your Board of Directors has unanimously determined that the Offer and the
Merger are fair to, and in the best interests of, the Company and its
stockholders, and has approved the Offer and the Merger. The Board 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 terms and conditions of the Merger Agreement
and the fairness opinion of Warburg Dillon Read LLC ("WDR"), the Company's
financial advisor, addressed to the Special Committee of the Company's Board of
Directors and the text of which is more fully described in the attached Schedule
14D-9. Holders of Shares are urged to read the WDR opinion in its entirety.
In addition to the attached Schedule 14D-9 relating to the Offer, we are
also enclosing the Offer to Purchase, dated July 22, 1998, of XxXxxxx
Acquisition Co., 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. We urge you to read the enclosed materials carefully
in making your decision with respect to tendering your Shares pursuant to the
Offer.
On behalf of the Board of Directors,
/s/ X. XXXX XXXXXXX
X. Xxxx XxXxxxx
