LOGO]Merger Agreement • December 15th, 1999 • Gleason Corp /De/ • Machine tools, metal cutting types
On behalf of the Board of Directors of Gleason Corporation (the "Company"), I am pleased to inform you that the Company has entered into an Agreement and Plan of Merger, dated as of December 8, 1999 (the "Merger Agreement"), with Torque Acquisition Co., L.L.C. ("Acquisition Company"), a wholly-owned subsidiary of Vestar Capital Partners IV, L.P., and Torque Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Acquisition Company. Pursuant to the Merger Agreement, the Company and Acquisition Company have today commenced a joint tender offer (the "Offer") to purchase all outstanding shares of common stock of the Company (the "Shares") at a price of $23.00 per Share, net to the seller in cash, without interest.
