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LOCTITE LETTERHEAD
December 5, 1996
Dear Stockholder:
I am pleased to inform you that on December 5, 1996, Loctite Corporation
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Xxxxxx KGaA and HC Investments, Inc., an indirect wholly owned
subsidiary of Xxxxxx KGaA (collectively, the "Xxxxxx Group"), which provides for
stockholders of the Company to receive $61.00 in cash per share of Common Stock
of the Company. Under the terms of the Merger Agreement, the Xxxxxx Group will
amend its outstanding tender offer (as so amended, the "Amended Offer") to
increase the consideration offered to $61.00 per share, net to the seller in
cash, change the expiration date of the offer to December 20, 1996 and modify
certain conditions to consummation of the offer. The Xxxxxx Group has agreed
that the second-step merger to acquire any shares not tendered in the Amended
Offer (the "Merger") will be consummated as soon as practicable in 1997.
The Special Committee of the Board of Directors unanimously recommended
approval of the Merger Agreement to the Board, after determining that the
Amended Offer and the Merger constitute the best proposal submitted to acquire
the Company, based on certainty of value and the likelihood of consummation.
Xxxxxx, Read & Co., Inc., has given to the Board of Directors its opinion that,
as of today, the consideration being offered to stockholders of the Company
(other than the Xxxxxx Group and its affiliates) pursuant to the Amended Offer
and the Merger is fair to such stockholders from a financial point of view.
THE BOARD OF DIRECTORS UNANIMOUSLY (WITH THE XXXXXX GROUP'S DESIGNEES
ABSTAINING) RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE AMENDED OFFER
AND TENDER THEIR SHARES PURSUANT TO THE AMENDED OFFER.
The attached amendment to the Company's Schedule 14D-9 describes our
decision to recommend the Amended Offer and the Merger and contains other
important information. Also enclosed is the supplement to the Xxxxxx Group's
Offer to Purchase, together with related materials relating to the Amended
Offer. We urge you to read all these materials carefully.
The Special Committee and I greatly appreciate your continued support
during this process. We trust you will agree that the Amended Offer and the
Merger provide a favorable outcome for the Company's stockholders.
Very truly yours,
XXXXXXXXX SIGNATURE
Xxxxxx X. Xxxxxxxxx
Chairman of the Special Committee
of the Board of Directors
