August 8, 2003
Dear Stockholder:
As you know, Mercator Software, Inc. has entered into an agreement and plan of
merger with Ascential Software Corporation pursuant to which a wholly owned
subsidiary of Ascential has commenced an offer to purchase each share of
Mercator common stock for $3.00, net to the seller in cash.
The offer is conditioned upon, among other things, a minimum of 51% of the
shares of Mercator common stock on a fully diluted basis being tendered in the
offer and not withdrawn and the receipt of regulatory approvals. The offer will
be followed by a merger in which each share of Mercator common stock not
purchased in the offer will be converted into the right to receive the same
amount of cash that is being paid in the offer.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE OFFER AND THE MERGER ARE
ADVISABLE, FAIR TO AND IN THE BEST INTEREST OF MERCATOR AND ITS STOCKHOLDERS,
HAS APPROVED THE OFFER, THE MERGER AND THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, AND RECOMMENDS THAT MERCATOR'S STOCKHOLDERS ACCEPT THE
OFFER AND TENDER THEIR SHARES OF MERCATOR COMMON STOCK PURSUANT TO THE OFFER.
In arriving at its recommendation, your board of directors considered a number
of factors, as described in the attached Schedule 14D-9, including the written
opinion of JPMorgan Securities Inc., that as of the date of such opinion the
consideration to be received by the holders of shares of Mercator common stock
pursuant to the merger agreement is fair from a financial point of view to
Mercator's stockholders. A copy of JPMorgan's written opinion, which sets forth
the assumptions made, procedures followed and matters considered by JPMorgan in
rendering its opinion, can be found in Annex A to the Schedule 14D-9. You should
read the opinion carefully and in its entirety.
Enclosed are Ascential's Offer to Purchase, dated August 8, 2003, Letter of
Transmittal and related documents. These documents set forth the terms and
conditions of the offer and provide information on how to tender your Mercator
shares to Ascential. The Schedule 14D-9 describes in more detail the reasons for
your board's conclusions and contains other information relating to the offer.
We urge you to consider this information carefully.
Very truly yours,
-s- Xxx X. Xxxx
XXX X. XXXX
Chairman, Chief Executive Officer and President
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