Exhibit 6
SYBRON ACQUISITION CORP
SYBRON HOLDINGS, INC.
February 11, 1998
Sybron Chemicals Inc.
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Attention: Board of Directors
Re: Agreement and Plan of Merger
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Dear Gentlemen:
Reference is made to that certain Agreement and Plan of Merger dated
as of December 11, 1997 among Sybron Chemicals, Inc., a Delaware corporation
(the "Company"), Sybron Holdings, Inc., a Delaware corporation ("Parent"), and
Sybron Acquisition Corp., a Delaware corporation ("Merger Sub") and wholly owned
subsidiary of Parent, as amended (the "Agreement"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Agreement.
Parent and Merger Sub have been advised that the Special Committee has
withdrawn its recommendation of the Agreement and the Merger described therein.
This letter shall serve as notification that, pursuant to Section
8.1(e) of the Agreement, Parent and Merger Sub hereby terminate the Agreement.
We appreciate the time and energy devoted to this process by the
members of the Special Committee, but we respectfully disagree with the
conclusion they have reached. The proposed transaction presented an attractive
opportunity for Sybron's public stockholders to receive a premium in cash for
their shares. We continue to believe that the transaction would have been
supported by a substantial majority of the non-affiliated stockholders.
However, we are not prepared to continue to pursue the transaction without the
support of the Special Committee. Our shareholders remain committed to their
investment in Sybron and to working to build value for all of the Company's
stockholders.
At a later date, Parent and Merger Sub will provide the Company with a
statement of the costs and expenses incurred by Parent and Merger Sub in
connection with the Agreement and the transactions contemplated by the
Agreement. The Company is obligated to reimburse such costs and expenses of
Parent and Merger Sub pursuant to Section 9.12 of the Agreement.
Very truly yours,
SYBRON ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and
Chief Executive Officer
SYBRON HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and
Chief Executive Officer
cc: Wolf, Block, ▇▇▇▇▇▇ and ▇▇▇▇▇-▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
