Purpose: --------Non-Competition Agreement • September 1st, 1999 • Recovery Engineering Inc • Refrigeration & service industry machinery • Minnesota
TENDER AND OPTION AGREEMENTTender and Option Agreement • September 1st, 1999 • Recovery Engineering Inc • Refrigeration & service industry machinery • Minnesota
Goldman Sachs PERSONAL & CONFIDENTIAL ----------------------- ----------------- --------------------------------------------------------------- August 26, 1999 Board of Directors Recovery Engineering, Inc. 9300 North 75th Avenue Minneapolis, MN 55428...Exhibit 99 • September 1st, 1999 • Recovery Engineering Inc • Refrigeration & service industry machinery
You have requested our opinion as to the fairness from a financial point of view to the holders of the outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Recovery Engineering, Inc. (the "Company") of the $35.25 per Share in cash to be received by such holders in the Tender Offer and the Merger (as defined below) pursuant to the Agreement and Plan of Merger, dated as of August 26, 1999, among The Procter & Gamble Company ("Parent"), an indirect wholly-owned subsidiary of Parent, Tenzing, Inc. ("Tenzing"), and the Company (the "Agreement"). Subject to the terms of the Agreement, Parent will cause Tenzing to commence a tender offer for all the Shares (the "Tender Offer") at a price equal to $35.25 per Share in cash for each Share accepted. The Agreement further provides that following purchase of the Shares pursuant to the Tender Offer, Tenzing shall be merged with and into the Company (the "Merger") and each outstanding Share (other than Shares owned by Pare
