[LETTERHEAD OF ASARCO INCORPORATED]
October 8, 1999
Xxxxxxx X. Xxxxxxx
Xxxxxx Dodge Corporation
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Re: Xxxxxx Dodge/Asarco Merger Agreement
Dear Xxxx:
Reference is made to the Agreement and Plan of Merger, dated as
of October 5, 1999 (the "Merger Agreement"), among Xxxxxx Dodge Corporation
("Xxxxxx Dodge"), AAV Corporation and ASARCO Incorporated ("ASARCO").
Pursuant to Section 5.9(b) of the Merger Agreement, you are
hereby advised that the Board of Directors of ASARCO met on October 8, 1999
to consider the revised proposal from Grupo MExico, a copy of which we sent
to you yesterday. At the meeting, the ASARCO Board of Directors
considered, together with advice from its financial and legal advisors, (i)
the terms of Grupo MExico's revised offer, (ii) ASARCO's rights and
obligations under the Merger Agreement and (iii) its fiduciary duties to
stockholders of ASARCO under applicable law. At the October 8, 1999
meeting, in accordance with the terms of the Merger Agreement, the Board of
Directors determined in good faith, after consultation with its legal and
financial advisors, that it was necessary in order to comply with its
fiduciary duties under applicable law (x) to modify its recommendation of
the Xxxxxx Dodge Offer and Merger, and (y) if necessary, to furnish
information to Grupo MExico pursuant to a customary confidentiality
agreement and to participate in discussions or negotiations regarding the
Grupo MExico revised proposal.
Sincerely,
Xxxxxxx X. XxXxxxxxxx
cc: Xxxxx X. Xxxxxxxx
Xxxxxxxx & Xxxxxxxx
Xxxxxxx X. Xxxxx
Xxxxxxxxx & Xxxxxxxx
