AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 20, 1997, BY AND AMONG SK PARENT CORP. SK ACQUISITION CORP. AND SAFETY-KLEEN CORP.Merger Agreement • December 22nd, 1997 • Safety Kleen Corp • Services-business services, nec • Illinois
EXHIBIT 5 [SAFETY-KLEEN LOGO] Dear Safety-Kleen Shareholder: We, the Board of Directors, realize the enormous responsibility of evaluating the offers for your Company. We believe that the $27 all-cash merger agreement we have approved (the "Philip...Merger Agreement • December 22nd, 1997 • Safety Kleen Corp • Services-business services, nec
We, the Board of Directors, realize the enormous responsibility of evaluating the offers for your Company. We believe that the $27 all-cash merger agreement we have approved (the "Philip Merger") offers Safety-Kleen shareholders value superior to the Laidlaw Environmental proposal. The Philip Merger Agreement was entered into after your Board carefully evaluated the risks and benefits of the alternatives available and unanimously agreed the Philip Merger Agreement is in the best interests of the shareholders and other constituencies which your Board considered.
