March 29, 1998 Board of Directors Metromail Corporation 360 East 22nd Street Lombard, Illinois 60148 Members of the Board: We understand that Metromail Corporation (the "Company"), The Great Universal Stores P.L.C. ("GUS") and GUS Acquisition Corp., a...Metromail Corp • March 30th, 1998 • Services-advertising agencies
We understand that Metromail Corporation (the "Company"), The Great Universal Stores P.L.C. ("GUS") and GUS Acquisition Corp., a subsidiary of GUS ("Newco," and, together with GUS, the "Bidder") have entered into an Agreement and Plan of Merger (the "Merger Agreement") and related Stock Purchase Agreements (the "Stock Purchase Agreements"), each dated as of March 12, 1998, which provide, among other things, for (i) the tender offer by Newco for all outstanding shares of common stock, together with certain associated rights, of the Company for consideration of $34.50 net per share in cash (the "Tender Offer"), and (ii) the subsequent merger (the "Merger," and together with the Tender Offer, the "Proposed Transaction") of Newco with and into the Company, pursuant to which each outstanding share of the common stock of the Company (other than shares held in treasury or held by the Bidder or any of its affiliates or as to which dissenters' rights are exercised) will be converted into the ri
