[LOGO]
July 20, 1998
Dear Stockholder:
We are pleased to inform you that on July 13, 1998, DEP Corporation (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
by and among ▇▇▇▇▇▇ KGaA ("Parent"), Henkel Acquisition Corp. II ("Purchaser"),
a wholly-owned subsidiary of Parent, and the Company, pursuant to which
Purchaser has commenced a tender offer (the "Offer") to purchase all of the
outstanding shares of the Company's common stock, par value $.01 per share (the
"Shares"), for a cash price of $5.25 per Share.
The Merger Agreement provides that, following the successful completion of
the Offer, Purchaser will be merged (the "Merger") with and into the Company,
and those Shares of the Company which are not acquired in the Offer will be
converted into the right to receive $5.25 per Share in cash.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS
STOCKHOLDERS AND RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the enclosed
Solicitation/Recommendation Statement on Schedule 14D-9 which is being filed
with the Securities and Exchange Commission. Among other things, the Board
considered the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ to the effect that the
consideration to be received by the public stockholders in the Offer and the
Merger is fair to such stockholders from a financial point of view. The enclosed
Schedule 14D-9 describes the Board's decision and contains other important
information relating to that decision. We urge you to read it carefully.
On behalf of the Board of Directors, we thank you for the support you have
given to the Company over the years.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman and President
