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GRIST MILL LOGO
00000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
March 18, 1998
Dear Stockholders:
By now you are probably aware that on March 10, 1998, Grist Mill Co. (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with International Home Foods, Inc., IHF/GM Holding Corporation and IHF/GM
Acquisition Corporation that provides for the acquisition of the common stock of
the Company at a price of $14.50 per share. Under the terms of the proposed
transaction, IHF/GM Acquisition Corporation, a wholly owned direct subsidiary of
IHF/GM Holding Corporation and a wholly owned indirect subsidiary of
International Home Foods, Inc. has commenced a tender offer for all outstanding
shares of the Company's common stock at $14.50 per share, in cash net to seller.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE
OFFER BY IHF/GM ACQUISITION CORPORATION AND THE SUBSEQUENT MERGER OF THE COMPANY
WITH IHF/GM ACQUISITION CORPORATION, AND HAS DETERMINED THAT THE TERMS OF THE
OFFER AND THE MERGER ARE FAIR TO THE COMPANY'S STOCKHOLDERS. ACCORDINGLY, THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT
THE OFFER AND TENDER THEIR SHARES IN THE OFFER.
Following the successful completion of the tender offer, upon adoption of
the Merger Agreement by stockholders of the Company, if required, IHF/GM
Acquisition Corporation will be merged with the Company, and all shares not
purchased in the tender offer will be converted into the right to receive $14.50
per share in cash in the merger without interest.
In arriving at its recommendations, the Board of Directors gave careful
consideration to a number of factors. These factors included the opinion of ABN
AMRO Incorporated that, as of March 10, 1998, the consideration to be received
by the Company's stockholders in the transaction is fair, from a financial point
of view, to the Company's stockholders.
Accompanying this letter is a copy of the Company's
Solicitation/Recommendation Statement on Schedule 14d-9. Also enclosed is the
Offer to Purchase and related materials, including a Letter of Transmittal, of
IHF/GM Acquisition Corporation, for use in tendering shares. I urge you to read
the enclosed materials carefully.
Very truly yours,
XXXX X. XXXXXXXX
Xxxx X. Xxxxxxxx
Chief Executive Officer and President
