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TRIDENT INTERNATIONAL, INC.
0000 XXXXXXX XXXX
XXXXXXXXXX, XXXXXXXXXXX 00000
(000) 000-0000
January 13, 1999
Dear Stockholder:
I am pleased to inform you that, on January 6, 1999, Trident International,
Inc. (the "Company") and Illinois Tool Works Inc. ("ITW") entered into a Merger
Agreement. Pursuant to the terms of the Merger Agreement, ITW Acquisition Inc.,
a wholly owned subsidiary of ITW, is commencing a cash tender offer for all of
the outstanding shares of common stock of the Company at a price of $16.50 per
share. Promptly following the completion of the tender offer, ITW Acquisition
Inc. will be merged into the Company, and all outstanding shares of the
Company's common stock (other than those owned by the Company or ITW or any of
their respective affiliates, and other than those owned by dissenting
stockholders) will be converted into the right to receive $16.50 in cash. Your
Board of Directors has unanimously approved the tender offer and the merger and
declared each of them advisable and unanimously recommends that the Company's
stockholders tender their shares of common stock in the tender offer. In
arriving at this decision, the Board gave careful consideration to a number of
factors described in the attached Schedule 14D-9 that is being filed today with
the Securities and Exchange Commission. Among other factors, the Board
considered the opinion dated January 6, 1999 of The Xxxxxxxx-Xxxxxxxx Company,
LLC, the Company's financial advisor, which provides that, based upon and
subject to the matters set forth in the opinion, the cash consideration to be
received by stockholders of the Company pursuant to the tender offer and the
merger is fair to the Company's stockholders from a financial point of view.
Accompanying this letter, in addition to the attached Schedule 14D-9
relating to the tender offer, is ITW's Offer to Purchase, dated January 13,
1999, 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 tender offer and the merger and provide instructions regarding
how to tender your shares. I urge you to read the enclosed materials carefully.
Your Board of Directors believes that the proposed acquisition of the
Company by ITW is fair to and in the best interests of the Company's
stockholders.
Sincerely,
/s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX
President and Chief Executive
Officer
