1
EXHIBIT 18
LOGO
I N C O R P O R A T E D
July 14, 1999
To Our Stockholders:
We are pleased to inform you that pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of July 6, 1999, by and among Saturn
Electronics & Engineering, Inc., a Michigan corporation ("Saturn"), SSI
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Saturn (the "Purchaser") and Smartflex Systems, Inc. (the "Company"), Saturn and
the Purchaser have commenced today a tender offer to purchase all of the
Company's shares of Common Stock at $10.50 per share, net to the seller in cash,
upon the terms and subject to the conditions set forth in an Offer to Purchase
and related Letter of Transmittal dated July 14, 1999 (the "Offer to Purchase"),
which are enclosed with this letter. The tender offer is currently scheduled to
expire at 12:00 midnight, New York City time, on August 11, 1999. The Merger
Agreement provides that each outstanding share of Common Stock not acquired in
the tender offer will be converted into the right to receive $10.50 in cash in
the merger of Purchaser with and into the Company. Subject to certain terms and
conditions, the merger of Purchaser and the Company will be consummated as soon
as practicable after the expiration of the tender offer.
In approving the Merger Agreement, the Company's Board of Directors
considered many factors, including the opinion of XX Xxxxx Securities
Corporation that, as of the date of such opinion, the consideration to be
received by the stockholders of the Company pursuant to the tender offer and
merger was fair to such stockholders from a financial point of view. A more
complete description of the factors considered is set forth in the attached
Schedule 14D-9.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND
RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER.
A more complete description of the tender offer and the merger is contained
in the Offer to Purchase and related materials, including forms of transmittal
to be used for tendering shares. These documents set forth in detail the terms
and conditions of the offer and provide instructions on how to tender your
shares.
We thank you for your loyalty and support during the time that we have been
a publicly-held company.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President, Chief Executive Officer
and Chairman of the Board of Directors
00000 Xxxxxxxx Xxxxxx - P.O. Box 2085 - Tustin, CA 92781-2085 - (714)
000-0000 - FAX (000) 000-0000
