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EXHIBIT (a)(5)
[MASTHEAD]
June 6, 1997
Dear Stockholder:
On behalf of the Board of Directors of Acordia, Inc. (the "Company" or
"Acordia"), we are pleased to inform you that Acordia entered into an Agreement
and Plan of Merger dated as of June 2, 1997 (the "Merger Agreement"), with
Anthem Insurance Companies, Inc. ("Parent") and AICI Acquisition Corp. (the
"Purchaser"), a wholly-owned subsidiary of Parent, pursuant to which the
Purchaser has commenced a cash tender offer (the "Offer") to purchase all of the
outstanding shares (the "Shares") of the Company's common stock at $40.00 per
Share, net to the seller in cash, without interest thereon.
Following the successful completion of the Offer, upon the terms and
subject to the conditions contained in the Merger Agreement, the Purchaser will
be merged into the Company (the "Merger"), and each Share outstanding after the
Offer (other than Shares held by Parent, the Purchaser or the Company and Shares
held by stockholders, if any, who are entitled to and who perfect their
appraisal rights under Delaware General Corporation Law) will be converted into
the right to receive $40.00 per Share in cash.
The Board of Directors of the Company, based upon, among other things, the
unanimous recommendation of a special committee of the Board consisting of the
directors of the Company who are unaffiliated with Parent or the Company's
management (the "Company Special Committee"), has determined that the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger, upon the terms and subject to the conditions set forth in the Merger
Agreement are fair to, and in the best interests of, the Company and
stockholders other than Parent and the Purchaser ("Public Stockholders") and has
approved the Offer, the Merger and the Merger Agreement and recommends (with
Messrs. Xxxxx, Xxxxxxxx, Xxxxxx and Xxxxx, who are directors and/or officers of
Parent and/or one of Parent's subsidiaries, abstaining) that the Public
Stockholders of the Company accept the Offer and tender their Shares to the
Purchaser pursuant to the Offer.
In arriving at their decisions, the Company Special Committee and the Board
of Directors gave careful consideration to a number of factors described in the
enclosed Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") which is being filed today with the Securities and Exchange Commission.
Among other things, the Special Committee and the Board considered the opinion
of Xxxx. Xxxxx & Sons, Incorporated ("Xxxx. Xxxxx"), financial adviser to the
Company Special Committee, that, on the basis of and subject to the matters set
forth therein, the cash consideration to be received by the holders of Shares,
other than Parent pursuant to the Offer and the Merger is fair, from a financial
point of view, to such holders. The enclosed Schedule 14D-9 describes the
Special Committee's and the Board's decision and contains other important
financial information relating to that decision. We urge you to read it
carefully.
Accompanying this letter, in addition to the attached Schedule 14D-9
relating to the Offer and Xxxx. Xxxxx'x fairness opinion, is the Purchaser's
Offer to Purchase, dated June 6, 1997, together with related materials including
a letter of transmittal to be used for tendering your Shares. These documents
set forth the terms and conditions of the Offer and provide instructions as to
how to tender your Shares. We urge you to read the enclosed materials carefully
and consider all factors set forth therein before making your decision with
respect to the Offer.
We, personally, along with the entire Board of Directors, management and
employees of Xxxxxxx, thank you for the support you have given Acordia.
Very truly yours,
[WITHUN SIGNATURE] [XXXXX SIGNATURE]
Xxxxx X. Xxxxxxx Xxxx X. Xxxxx
President and Chief Chairman of the Special
Executive Officer Committee of the Board of Directors
