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EXHIBIT (a)(7)
April 8, 1999
SHERIDAN HEALTHCARE, INC.
0000 XXXXXXXX XXXXXX, XXXXX 000
XXXXXXXXX, XXXXXXX 00000
Dear Sheridan Healthcare Stockholder:
We are pleased to inform you that on March 24, 1999, Sheridan Healthcare,
Inc. ("Sheridan") entered into a merger agreement (the "Merger Agreement") with
Vestar/Sheridan, Inc. a Delaware corporation ("Purchaser") and Vestar/Sheridan
Holdings, Inc. a Delaware corporation of which Purchaser is a wholly owned
subsidiary ("Parent"), which provides for the acquisition of Sheridan by means
of a tender offer and a subsequent merger.
As the first step of this acquisition, Purchaser is making a tender offer
for all outstanding shares of Xxxxxxxx'x Common Stock and its Class A Common
Stock ( together, the "Shares") at a price of $9.25 per Share, net to the seller
in cash, without interest thereon (the "Offer Price"). Subject to certain
conditions, Purchaser and Xxxxxxxx will be merged subsequent to the completion
of the tender offer, and the remaining outstanding Shares will be converted into
the right to receive $9.25 per Share.
Your Board of Directors has unanimously determined (with the interested
directors abstaining) that the tender offer and the merger are fair to and in
the best interests of Xxxxxxxx'x stockholders and recommends that every
stockholder of the Company accept the tender offer and tender his or her Shares.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached
Recommendation / Solicitation Statement on Schedule 14D-9 that is being filed
today with the Securities and Exchange Commission. Those factors considered
(including the fairness opinions of Xxxxxxx Xxxxx Xxxxxx, Inc. and Xxxxxx
Xxxxxxxxx Xxxxxx, a division of First Union Capital Markets Corp., the Company's
financial advisors, copies of which opinions are filed as exhibits to the
Schedule 14D-9 attached hereto), should be carefully reviewed and understood in
their entirety. The terms and conditions of the Merger Agreement should also be
carefully reviewed and understood in their entirety.
In addition to the attached Schedule 14D-9 that we are providing you, the
Purchaser has already provided you with its Offer to Purchase, dated March 31,
1999, together with related materials, including a Letter of Transmittal to be
used for tendering your Shares. The Offer to Purchase and the Letter of
Transmittal set forth in detail the terms and conditions of the tender offer and
provide instructions as to how to tender your Shares. I urge you to read those
materials carefully.
If you desire assistance in completing the Letter of Transmittal or
tendering your Shares, please call Innisfeee M&A Incorporated, the Information
Agent, collect at (000) 000-0000 (banks and brokers only) or toll-free at (888)
750-5834 (all others).
Very truly yours,
(/s/ Xxxxxxxx Xxxxxxxxx, M.D.)
Xxxxxxxx Xxxxxxxxx, M.D.
Chairman, President and Chief
Executive Officer
