[ALYSIS LOGO]
MARCH 29, 2001
Dear Stockholder:
We are pleased to inform you that, on March 20, 2001, Alysis
Technologies, Inc. (the "COMPANY") entered into an Agreement and Plan of Merger
(the "MERGER AGREEMENT") with Pitney Xxxxx Inc. ("PARENT") and Maui Acquisition
Corp. (the "PURCHASER"), Parent's wholly owned subsidiary, pursuant to which the
Purchaser agreed to acquire the Company. Pursuant to the Merger Agreement, the
Purchaser has commenced a tender offer for all the outstanding shares of the
Company's common stock, par value $0.01 per share, and class B common stock, par
value $0.01 per share, at $1.39 per share, net to the sellers in cash, without
interest thereon (the "OFFER").
Following the successful completion of the Offer, the Purchaser will merge
into the Company (the "MERGER"), and all the shares not purchased in the Offer
will be converted into the right to receive $1.39 per share in cash in the
Merger without interest. As a result of the Merger, the Company will become a
wholly owned subsidiary of Parent.
YOUR BOARD OF DIRECTORS HAS (1) DETERMINED THAT EACH OF THE MERGER
AGREEMENT, THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTEREST OF,
THE STOCKHOLDERS OF THE COMPANY, (2) DULY APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY; AND (3) RECOMMENDED THAT THE STOCKHOLDERS OF
THE COMPANY ACCEPT THE OFFER AND APPROVE AND ADOPT THE MERGER AGREEMENT AND THE
MERGER.
Enclosed with this letter is a copy of the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, which describes the
reasons for your Board's recommendation, including the opinion of First Union
Securities, Inc., the Company's financial advisor, that the consideration to be
received by the stockholders of the Company in the Offer and subsequent Merger
pursuant to the Merger Agreement is fair from a financial point of view to the
stockholders of the Company. Also enclosed are the Offer to Purchase by the
Purchaser, together with related materials, including a Letter of Transmittal to
be used for tendering your shares. These materials set forth in detail the terms
and conditions of the tender offer, and provide instructions on how to tender
your shares. I urge you to read the enclosed materials carefully.
Very truly yours,
/s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx
President, Chief Executive Officer and
Chairman of the Board of Directors
