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EXHIBIT 9
[SOFTWORKS, LOGO]
December 23, 1999
To the Stockholders of
SOFTWORKS, Inc.
We are pleased to inform you that on December 21, 1999, SOFTWORKS, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the"Merger
Agreement") with XXX Xxxxxxxxxxx ("Parent") and Eagle Merger Corp., its
wholly owned subsidiary ("Purchaser"), pursuant to which Purchaser has today
commenced a tender offer (the "Offer") to purchase all of the outstanding shares
of common stock, par value $.001 per share (the "Shares"), of the Company for
$10.00 per Share in cash. Under the terms of the Merger Agreement, following the
Offer, Purchaser will be merged with and into the Company (the "Merger" and,
together with the Offer, the "Transaction") and all Shares not purchased in the
Offer (other than Shares held by Parent, Purchaser or the Company, or Shares
held by dissenting stockholders) will be converted into the right to receive
$10.00 per Share in cash.
Your Board of Directors has unanimously approved the Merger Agreement,
the Offer and the Merger and has determined that the Offer and the Merger are
advisable, fair to and in the best interests of the Company's stockholders. The
Board unanimously recommends that the Company's stockholders accept the Offer
and tender their Shares in the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission. The Board
has received a written opinion dated December 20, 1999, from SoundView
Technology Group, Inc. to the effect that, as of the date of such opinion and
based upon and subject to the matters stated therein, the $10.00 per Share cash
consideration to be received in the Transaction by the holders of Shares was
fair, from a financial point of view, to such holders.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated December 23, 1999, of Purchaser,
together with related materials, including a Letter of Transmittal to be used
for tendering your Shares. These documents set forth the terms and conditions of
the Offer and the Merger and provide instructions as to how to tender your
Shares. We urge you to read the enclosed materials carefully.
Sincerely,
(XX Xxxxxx SIGNATURE)
Xxxx X. Xxxxxx
President and Chief Executive Officer
