EXHIBIT (a)(5)
[DevX Energy, Inc. Logo]
November 15, 2001
To Our Stockholders:
I am pleased to inform you that on November 12, 2001, DevX Energy, Inc.
("DevX") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with ▇▇▇▇▇▇▇▇ Resources, Inc. ("▇▇▇▇▇▇▇▇"), ▇▇▇▇▇▇▇▇ Holdings, Inc.
("Holdings"), and ▇▇▇▇▇▇▇▇ Acquisition Inc. ("Purchaser"). Purchaser is a
wholly-owned subsidiary of Holdings, which, in turn, is a wholly-owned
subsidiary of ▇▇▇▇▇▇▇▇. Pursuant to the Merger Agreement, Purchaser has
commenced a cash tender offer (the "Offer") to purchase all of the outstanding
shares of DevX's common stock for $7.32 per share, net to the seller in cash.
The Offer, if successfully completed, will be followed by a merger (the
"Merger") of Purchaser and DevX, with DevX as the surviving corporation. Each
DevX share not purchased in the Offer will be converted into the right to
receive, in cash, the price paid in the tender offer unless you have exercised
your appraisal rights under Delaware law.
Your Board of Directors has determined that the terms of the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger, are advisable, fair to and in the best interests of DevX and its
stockholders. Accordingly, the Board approved the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger. THE BOARD
RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES PURSUANT TO THE
OFFER.
In arriving at its recommendation, the Board gave careful consideration to
a number of factors described in the attached Schedule 14D-9 that has been filed
with the Securities and Exchange Commission. Among other things, the Board
considered the written opinion, dated November 7, 2001, of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ & Co., Inc., ▇▇▇▇'s financial advisor, that the terms of the Offer and
the Merger are fair, from a financial point of view, to the stockholders of
DevX.
In addition to the Schedule 14D-9 relating to the Offer, accompanying this
letter is the Offer to Purchase, 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 the Merger and provide
instructions as to how to tender your shares. We urge you to read the enclosed
material carefully.
On behalf of the management and Board of Directors of DevX, we thank you
for your continued support.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman of the Board, Chief Executive
Officer,
and President
