Dear NCH Stockholder:Merger Agreement • January 7th, 2002 • NCH Corp • Specialty cleaning, polishing and sanitation preparations
On December 24, 2001, NCH Corporation (“NCH”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Ranger Merger Corporation (“Ranger”), pursuant to which, subject to certain conditions, Ranger is offering to acquire all of the outstanding shares of NCH’s common stock, through a tender offer, for $52.50 in cash per share. The tender offer, subject to certain conditions, will be followed by a merger of Ranger into NCH, pursuant to which NCH will become a private company in the sole control of certain members of the Levy family (the “Levy Group”). Accompanying this letter is NCH’s recommendation statement on Schedule 14D-9 for the proposed transaction, which was also filed with the Securities and Exchange Commission on January 7, 2002.
