EXHIBIT (a)(2)
[ODWALLA LETTERHEAD]
NOVEMBER 6, 2001
Dear Shareholder:
We are pleased to inform you that on October 29, 2001, Odwalla, Inc.
("Odwalla"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with The Coca-Cola Company ("TCCC"), a Delaware corporation, and
TCCC Acquisition Corp. (formerly known as Xxxxx Xxxxxxx Corp.), a California
corporation and a wholly-owned subsidiary of TCCC (the "Offeror"). The Merger
Agreement provides for the acquisition of Odwalla by TCCC at a price of $15.25
per share of Odwalla's common stock ("Common Stock").
Under the terms of the Merger Agreement, the Offeror is commencing today a
tender offer to purchase all outstanding shares of Common Stock at a price of
$15.25 per share, net to tendering shareholders in cash, without interest. The
tender offer is currently scheduled to expire at 12:00 o'clock midnight,
California time, on December 6, 2001. Following the successful completion of the
tender offer, the Offeror will be merged with and into Odwalla and all shares of
Common Stock not purchased in the tender offer (other than shares of Common
Stock held by TCCC, the Offeror, their respective subsidiaries and, if
applicable, dissenting shareholders) will be converted into the right to receive
in cash the same price per share as paid in the tender offer.
The Odwalla board of directors (the "Board") has unanimously approved the
Merger Agreement, the tender offer and the merger and has determined that the
Merger Agreement, the tender offer and the merger are advisable and fair to, and
in the best interests of, the holders of Common Stock. Accordingly, the Board
recommends that you accept the tender offer and tender your Common Stock to the
Offeror pursuant to the tender offer.
In arriving at their recommendations, the Board gave careful consideration
to a number of factors that are described in the enclosed
Solicitation/Recommendation Statement on Schedule 14D-9, including, among other
things, the opinion of Dresdner Kleinwort Xxxxxxxxxxx, Inc. to the effect that,
as of the date of such opinion, the consideration to be received pursuant to the
tender offer and the merger was fair to holders of Common Stock (other than
TCCC, the Offeror and their respective subsidiaries) from a financial point of
view, as of the date of such opinion.
Also accompanying this letter is a copy of the Offeror's Offer to Purchase
and related materials, including a letter of transmittal for use in tendering
your shares of Common Stock. These documents set forth the terms and conditions
of the Offeror's tender offer and provide instructions as to how to tender your
shares of Common Stock. We urge you to read each of the enclosed materials
carefully.
Very truly yours,
/s/ D. Xxxxxxx X. Xxxxxxxxxx
D. XXXXXXX X. XXXXXXXXXX,
Chairman and Chief Executive Officer
[ODWALLA ART WORK]
