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EXHIBIT 1
July 7, 1999
To our Stockholders:
On behalf of ADFlex Solutions, Inc. (the "Company"), I am pleased to inform
you that on July 1, 1999, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Innovex, Inc., and its subsidiary Innovex
Acquisition Corp. ("Purchaser"). Under the terms of the Merger Agreement,
Purchaser has today commenced a cash tender offer (the "Offer") to purchase all
of the Company's issued and outstanding shares, par value $0.01 per share (the
"Shares"), for $3.80 per Share, net to the seller in cash, subject to the terms
and conditions in the Offer to Purchase accompanying this letter. The Offer will
be followed by a merger (the "Merger") in which Shares outstanding on the date
of the Merger will be converted into the right to receive $3.80 per Share, net
to the seller in cash, without interest.
THE BOARD OF DIRECTORS OF ADFLEX HAS UNANIMOUSLY DETERMINED THAT THE MERGER
AGREEMENT, THE OFFER AND MERGER ARE FAIR TO, AND IN THE BEST INTEREST OF THE
COMPANY AND ITS STOCKHOLDERS AND HAS APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND
RECOMMENDS THAT THE STOCKHOLDERS ACCEPT THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission, including the
opinion of BancBoston Xxxxxxxxx Xxxxxxxx Inc. that the cash consideration to be
paid in the Offer and Merger is fair to the holders of Shares from a financial
point of view.
In addition to the attached Schedule 14D-9, also enclosed is the Offer to
Purchase together with related materials, including a Letter of Transmittal to
be used for tendering your shares in the Offer. These documents state 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 these documents carefully in making
decisions with respect to tendering your shares pursuant to the Offer.
On behalf of ADFlex Solutions, Inc.,
/s/ XXXX XXXX
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President
