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Exhibit (a)(6)
January 15, 2001
Board of Directors
Xxxxxxx Truck Leasing Corp.
One Xxxxxxx Plaza
P.O. Box 1791
Wilmington, DE 19899
Members of the Board:
We understand that Xxxxxxx Truck Leasing Corp. ("Xxxxxxx" or the "Company"),
Penske Truck Leasing Co., L.P. ("Buyer") and Sun Acquisition Corporation, a
wholly owned subsidiary of Buyer ("Acquisition Sub"), propose to enter into an
Agreement and Plan of Merger, substantially in the form of the draft dated
January 13, 2001 (the "Merger Agreement"), which provides, among other things,
for (i) the commencement by Acquisition Sub of a tender offer (the "Tender
Offer") for all shares of the issued and outstanding common stock, par value
$1.00 per share (the "Common Stock") of Xxxxxxx, including the associated Rights
(as defined in the Merger Agreement), for $13.00 per share net to the seller in
cash, and (ii) the subsequent merger (the "Merger") of Acquisition Sub with and
into Xxxxxxx. Pursuant to the Merger, the Company will become a wholly owned
subsidiary of Buyer and each outstanding share of Common Stock, other than
shares held in treasury or held by Buyer or any subsidiary of the Company or
Buyer or as to which dissenters' rights have been perfected, will be converted
into the right to receive $13.00 per share in cash. The terms and conditions of
the Tender Offer and the Merger are more fully set forth in the Merger
Agreement.
You have asked for our opinion as to whether the consideration to be received by
the holders of shares of Common Stock pursuant to the Merger Agreement is fair
from a financial point of view to such holders.
For purposes of the opinion set forth herein, we have:
(i) reviewed certain publicly available financial statements and
other information of the Company;
(ii) reviewed certain internal financial statements and other
financial and operating data concerning the Company prepared by
the management of the Company;
(iii) reviewed certain financial projections prepared by the
management of the Company;
(iv) discussed the past and current operations and financial
condition and the prospects of the Company with senior
executives of the Company;
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(v) reviewed the reported prices and trading activity for the Common
Stock;
(vi) compared the financial performance of the Company and the prices
and trading activity of the Common Stock with that of certain
other comparable publicly-traded companies and their securities;
(vii) reviewed the financial terms, to the extent publicly available,
of certain comparable acquisition transactions;
(viii) participated in discussions and negotiations among
representatives of the Company, Xxxxx and certain other parties
and their financial and legal advisors;
(ix) reviewed the draft Merger Agreement and certain related
documents; and
(x) performed such other analyses and considered such other factors
as we have deemed appropriate.
We have assumed and relied upon without independent verification the accuracy
and completeness of the information reviewed by us for the purposes of this
opinion. With respect to the financial projections, we have assumed that they
have been reasonably prepared on bases reflecting the best currently available
estimates and judgments of the future financial performance of the Company. In
addition, we have assumed that the Tender Offer and the Merger will be
consummated in accordance with the terms set forth in the Merger Agreement. We
have not made any independent valuation or appraisal of the assets or
liabilities of the Company, nor have we been furnished with any such appraisals.
Our opinion is necessarily based on financial, economic, market and other
conditions as in effect on, and the information made available to us as of, the
date hereof.
We have acted as financial advisor to the Board of Directors of the Company in
connection with this transaction and will receive a fee for our services. In
the past, Xxxxxx Xxxxxxx & Co. Incorporated and its affiliates have provided
financial advisory and financing services for certain affiliates of the Buyer
and have received fees for the rendering of these services. Please note that
Xxxxxx Xxxxxxx is a full service securities firm engaged in securities trading
and brokerage activities, as well as providing investment banking, financing,
and financial advisory services. In the ordinary course of our trading,
brokerage, and financing activities, Xxxxxx Xxxxxxx or its affiliates may at any
time hold long or short positions, and may trade or otherwise effect
transactions, for our own account or the accounts of customers, in debt or
equity securities or senior loans of the Company, Buyer or any other company
that may be involved in the transaction.
It is understood that this letter is for the information of the Board of
Directors of the Company, except that this opinion may be included in its
entirety in any filing, if required, by the Company in respect of the
transaction with the Securities and Exchange Commission. In addition, Xxxxxx
Xxxxxxx expresses no opinion or recommendation as to whether stockholders of the
Company should tender their shares of Common Stock in the Tender Offer or how
such stockholders should vote at the stockholder meeting held in connection with
Merger.
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Based on the foregoing, we are of the opinion on the date hereof that the
consideration to be received by the holders of shares of Common Stock pursuant
to the Merger Agreement is fair from a financial point of view to such holders.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Managing Director
