[LOGO]
December 8, 2000
Dear Stockholder:
We are pleased to inform you that on November 29, 2000, Xxxxxx
Worldwide, Inc. (the "Company") entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Ricoh Company, Ltd. ("Ricoh"), and its subsidiary,
LW Acquisition Corporation (the "Purchaser"), which provides for the acquisition
of the Company by Ricoh. Under the terms of the Merger Agreement, Purchaser
today commenced a tender offer (the "Offer") to purchase all of the Company's
outstanding shares of common stock at a price of $3.00 per share, net to the
seller, in cash. All references to "shares" include the shares of the Company's
common stock and the associated rights to purchase shares of the Company's
Participating Preferred Stock, $0.01 par value per share, issued pursuant to the
Stockholder Protection Rights Agreement, dated as of November 5, 1999 between
the Company and Mellon Investor Services, LLC, formerly ChaseMellon Shareholder
Services, LLC, as Rights Agent.
In addition, Xxxxxx Corporation, the owner of approximately 10.4% of the
outstanding shares of the Company's outstanding common stock, has agreed to
tender its shares in the Offer. The closing of the Offer and the merger are
subject to the completion of the sale of Xxxxxx'x voice products business and
other customary terms and conditions, including the tender of shares by Xxxxxx
stockholders holding a majority of the outstanding shares on a fully diluted
basis and receipt of all necessary government approvals, including expiration or
termination of the appropriate waiting period under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act, the approval of European Union antitrust authorities
and the approval of regulatory authorities in The Republic of Colombia and The
Republic of Poland. The Offer will expire 20 business days after its
commencement, but may be extended under certain circumstances.
Following the purchase of shares in the tender offer, the Company and
Purchaser will merge and the shares not tendered in the Offer will be converted
into the right to receive cash in the same amount per share paid in the Offer.
As a result of the merger, the Company will become an indirect, wholly-owned
subsidiary of Ricoh.
The Board of Directors of the Company, by unanimous vote (1) determined that
the Merger Agreement and the transactions contemplated thereby, including the
Offer and the merger, are, in the belief of the Board of Directors, fair to and
in the best interests of the Company's stockholders; (2) approved the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
merger, and declared their advisability; and (3) recommends that the Company's
stockholders accept the Offer and tender their Shares pursuant thereto and, as
required by law, approve and adopt the Merger Agreement and the merger.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including the opinion of the Company's financial advisor, The
Xxxxxxxx-Xxxxxxxx Company, LLC, that, the offer price of $3.00 per share, net to
the seller, in cash proposed to be received in the Offer and the merger by the
stockholders of the Company (other than Ricoh, Purchaser and their respective
affiliates) pursuant to the Merger Agreement is fair, from a financial point of
view, to such stockholders. Additional information with respect to the Offer and
the Merger is contained in the enclosed Schedule 14D-9, and we urge you to
consider this information carefully. On behalf of the management and directors
of the Company, we thank you for the support you have given the Company.
Sincerely yours,
[SIG]
Xxxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
