EXHIBIT (a)(3)
[LOGO OF AUTHENTIC SPECIALTY FOODS, INC. APPEARS HERE]
May 15, 1998
Dear Shareholder:
On behalf of the Board of Directors, I am pleased to inform you that, on May
7, 1998, Authentic Specialty Foods, Inc. (the "Company") entered into a merger
agreement (the "Merger Agreement") with Agrobios, S.A. de C.V. ("Parent"), a
wholly owned subsidiary of Desc, S.A. de C.V. ("Desc"), and Authentic
Acquisition Corporation ("Purchaser"), a wholly owned, indirect subsidiary of
Parent. Pursuant to the Merger Agreement, Purchaser commenced a cash tender
offer (the "Offer") yesterday to purchase all outstanding shares of common
stock of the Company (the "Shares") at a price of $17.00 per share, net to the
seller in cash, without interest. The Offer is conditioned upon, among other
things, the tender of at least two-thirds of the Shares (assuming exercise of
all outstanding options and warrants other than those subject to cancellation
agreements).
Following the successful completion of the Offer, the Purchaser will be
merged with and into the Company in accordance with the terms of the Merger
Agreement (the "Merger"). At the effective time of the Merger, each remaining
issued and outstanding Share will be converted into the right to receive
$17.00 in cash.
Your Board of Directors believes that the $17.00 per Share price to be paid
in the Offer and the Merger is an attractive price for the Shares. For
example, the price represents a 28.6% premium over the average closing price
for the Shares on the Nasdaq National Market for the 30 trading days prior to
the announcement of the Offer on May 8.
In addition, your Board gave careful consideration to the 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 these factors, the Board carefully considered, the written
opinion of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, the Company's
financial advisor, that, based upon and subject to the assumptions made,
matters considered and limitations on the review undertaken, the consideration
to be received by the shareholders of the Company pursuant to the Offer and
the Merger is fair to such shareholders from a financial point of view.
ACCORDINGLY, YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND
THE MERGER, AND, HAS DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER,
TAKEN TOGETHER, ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S
SHAREHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS
ACCEPT THE OFFER AND TENDER THEIR SHARES.
Additional information with respect to the Board's decision is provided in
the enclosed Schedule 14D-9, and we urge you to consider this information
carefully.
In addition to the attached Schedule 14D-9, also enclosed is the Purchaser's
Offer to Purchase dated May 14, 1998, together with related materials,
including a Letter of Transmittal to be used for tendering your Shares in the
Offer. These documents set forth the terms and conditions of the Offer and
provide instructions on how to tender your Shares. I urge you to read and
consider the enclosed materials carefully before making your decision with
respect to tendering your Shares pursuant to the Offer.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chairman of the Board and Chief
Executive Officer
