[LETTERHEAD]
December 28, 1999
Dear Stockholder:
I am pleased to inform you that on December 20, 1999 Micro Warehouse, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with BYOWC Partners LLC ("BYOWC"), Bridgeport Holdings Inc. (the
"Parent") and Bridgeport Acquisition Corporation, a wholly owned subsidiary of
the Parent (the "Purchaser"), which provides for the acquisition of the Company
by the Purchaser. Pursuant to the Merger Agreement, the Purchaser and the
Company have simultaneously commenced tender offers (collectively, the "Offer")
for all outstanding common shares, including the associated preferred share
purchase rights, of the Company at a price of $19 per share. Under the Merger
Agreement, the Purchaser has agreed to purchase the first approximately 71% of
the shares tendered (including shares owned by BYOWC, an affiliate of the
Purchaser) and the Company has agreed to purchase all additional shares
tendered. The Merger Agreement also provides that, upon completion of the Offer,
any shares not tendered in the Offer will be converted in a follow-up merger
into the right to receive $19 per share, subject to dissenters rights under
Delaware law.
The Company's Board of Directors (the "Board") unanimously (i) determined
that the terms of the Offer and the merger are fair to and in the best interests
of the Company's stockholders, (ii) approved the Merger Agreement and the
transactions contemplated thereby, and (iii) recommends that stockholders accept
the Offer and tender their shares pursuant to the Offer.
In arriving at its recommendation, the Board considered the factors
described in the accompanying Offer to Purchase, including the written opinion
of our financial advisor, Xxxxxxxxxxx Xxxxxxx & Co., Inc., that the
consideration to be received by the Company's stockholders pursuant to the Offer
and the merger is fair to such holders from a financial point of view. A copy of
Xxxxxxxxxxx Xxxxxxx'x written opinion is attached to the Offer to Purchase as
Schedule V.
Additional information with respect to the Offer and the merger accompany
this letter. These documents set forth all of the terms of the Offer and provide
instructions as to how to tender your shares. Included in the accompanying Offer
to Purchase is a discussion of the background and reasons for the Offer and the
merger. I urge you to read all these materials carefully and in their entirety.
On behalf of myself, the other members of management and directors of the
Company, I want to sincerely thank you for the support you have given us over
the years. If you have any questions about the Offer, please feel free to call
MacKenzie Partners, Inc., the Information Agent, at (000) 000-0000.
Very truly yours,
[SIGNATURE]
Xxxxx Xxxxxxx
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
--------------------------------------------------------------------------------
Micro Warehouse, Inc.
000 Xxxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
(000) 000-0000
