[AYDIN CORPORATION LETTERHEAD]
March 5, 1999
Dear Stockholder:
I am pleased to inform you that on March 1, 1999, Aydin Corporation (the
"Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with L-3 Communications Corporation ("Parent") and Angel
Acquisition Corporation, a wholly owned subsidiary of Parent ("Purchaser").
Pursuant to the Merger Agreement, the Purchaser today commenced a tender offer
(the "Offer") to purchase all outstanding shares of the Company's common stock
for $13.50 per share in cash. Under the Merger Agreement, the tender offer will
be followed by a merger (the "Merger") of the Purchaser with and into the
Company and all shares of the Company's common stock not purchased in the
tender offer (other than shares held by Parent, Purchaser or the Company or
shares held by dissenting stockholders) will be converted into the right to
receive $13.50 per share in cash.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE
OFFER AND THE MERGER AND DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO,
AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS STOCKHOLDERS. ACCORDINGLY,
THE BOARD RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES
IN THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors, including, among other things, the
opinion of PricewaterhouseCoopers Securities, LLC, the Company's financial
advisor, that as of March 1, 1999, the $13.50 per share in cash to be received
by the Company's stockholders pursuant to the Offer and the Merger was fair
from a financial point of view to such stockholders.
Attached is a copy of the Schedule 14D-9 filed by the Company with the
Securities and Exchange Commission. The Schedule 14D-9 describes the reasons
for your Board of Directors' recommendation, includes as an exhibit the full
text of the March 1, 1999 opinion of PricewaterhouseCoopers Securities, LLC and
contains other important information relating to the Offer. Also enclosed is
the Offer to Purchase, dated March 5, 1999, of Purchaser, 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
provide instructions on how to tender your shares. We urge you to read the
Schedule 14D-9 and the enclosed materials carefully.
Sincerely,
Xxxxxx Xxxxxxxxxxxx
Chairman
