CN BIOSCIENCES, INC.
00000 XXXXXXX XXXXXX XXXXX
XXX XXXXX, XXXXXXXXXX 00000
November 25, 1998
To Our Stockholders:
We are pleased to inform you that on November 18, 1998, CN Biosciences,
Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with EM Industries, Incorporated ("Parent") and EM Acquisition
Corp., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which
Purchaser has commenced a tender offer (the "Offer") to purchase all of the
outstanding shares of the Company's common stock, par value $.01 per share (the
"Shares"), for a cash price of $25.00 per Share. Parent is an indirect
subsidiary of Merck KGaA, a corporation organized under the laws of Germany. The
Offer is conditioned upon, among other things, the tender of a majority of the
number of Shares outstanding on a fully diluted basis (assuming the exercise of
all outstanding stock options). The Merger Agreement provides that following
consummation of the Offer, Purchaser will be merged (the "Merger") with and into
the Company and those Shares that are not acquired in the Offer will be
converted into the right to receive $25.00 per Share in cash.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER AND THE MERGER
AGREEMENT AND DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE 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 considered the factors described in the accompanying Schedule 14D-9,
including the opinion of the Company's financial advisor, Vector Securities
International, Inc. ("Vector Securities"), to the effect that the cash
consideration to be offered to holders of Shares pursuant to the Offer and the
Merger was fair to such holders from a financial point of view. A copy of Vector
Securities' written opinion, which sets forth the assumptions made, matters
considered and the limits on the review undertaken by Vector Securities, is
attached to the Schedule 14D-9 as Schedule I.
The accompanying Offer to Purchase sets forth the terms of the Offer. The
enclosed Schedule 14D-9 sets forth additional information regarding the Offer
and the Merger relevant to making an informed decision. We urge you to read
these materials carefully and in their entirety.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxxx
Chairman, Chief Executive Officer
and President
