Pyramid Breweries Inc.
EXHIBIT (a)(1)(VII)
00 Xxxxx Xxxxx Xxxxxxxx Xxx
Seattle, Washington 98134
To Our Shareholders:
We are pleased to inform you that Pyramid Breweries Inc.
(“Pyramid”) has entered into a definitive agreement
(the “Merger Agreement”) with Magic Hat Brewing
Company & Performing Arts Center, Inc., Independent
Brewers United, Inc., (“Parent”) and a subsidiary
formed by Parent to acquire Pyramid (“Purchaser”) for
$2.75 per share in cash. The Merger Agreement contemplates the
merger (“Merger”) of Purchaser into Pyramid as
described below.
Pursuant to the Merger Agreement, Purchaser has commenced a cash
tender offer (“Offer”) for all of the outstanding
shares of Pyramid at a cash purchase price of $2.75 per share.
Accompanying this letter is (i) a copy of Pyramid’s
Solicitation/Recommendation Statement on
Schedule 14D-9,
which includes Pyramid’s Information Statement,
(ii) Purchaser’s Offer to Purchase, dated July 2,
2008, which sets forth the terms and conditions of the Offer,
and (iii) a Letter of Transmittal containing instructions
as to how to tender your shares in the Offer. We urge you to
read the enclosed materials carefully. The Offer is scheduled to
expire at 12:00 midnight, New York City time at the end of the
day on Wednesday, July 30, 2008.
If successful, it is contemplated that the Offer will be
followed by the Merger. In the Merger, all non-tendered shares
of common stock will be converted into the right to receive the
same cash payment as in the Offer, which is $2.75 net per
share in cash, without interest.
The Board of Directors of Pyramid has determined that the Merger
Agreement and the transactions contemplated thereby, including
the Offer and the Merger, are advisable, fair to and in the best
interests of Pyramid’s shareholders and approved the Merger
Agreement and the transactions contemplated thereby, including
the Offer and the Merger, on the terms and subject to the
conditions set forth therein. Accordingly, the Board of
Directors of Pyramid recommends that Pyramid shareholders accept
the Offer, tender their shares to Purchaser pursuant to the
Offer, and vote their shares in favor of the adoption of the
Merger Agreement if required by Washington State law.
In arriving at its recommendations, Xxxxxxx’s Board of
Directors gave careful consideration to a number of factors as
described in the enclosed
Schedule 14D-9
that Pyramid has filed with the Securities and Exchange
Commission. These factors include the opinion of North Point
Advisors (“North Point”), the financial advisor
retained by the Board of Directors of Pyramid, to the effect
that the cash consideration to be received by the shareholders
in the Offer and the Merger is fair, from a financial point of
view, to such shareholders. The full text of the North Point
Opinion is attached as Annex A to the
Schedule 14D-9.
The management and directors of Pyramid thank you for the
support you have given Pyramid and encourage you to tender your
shares in the manner described in the materials accompanying
this letter.
Sincerely,
Xxxxx Xxxxxx President and CEO |
Xxxxxx Xxxxxxx Chairman of the Board |