[LIBERTY TECH LOGO]
August 14, 1998
To the Shareholders of
Liberty Technologies, Inc.:
We are pleased to inform you that on August 11, 1998, Liberty
Technologies, Inc. ("Liberty" or the "Company") entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Crane Co. ("Crane") and LTI
Merger, Inc. ("Purchaser"), a wholly owned subsidiary of Crane, pursuant to
which Purchaser has today commenced a tender offer (the "Offer") to purchase
all of the outstanding shares of common stock, $.01 par value per share (the
"Shares"), of the Company for $3.50 per Share in cash. Under the terms of the
Merger Agreement, following the successful completion of the Offer, Purchaser
will be merged (the "Merger") with and into the Company and all Shares not
purchased in the Offer (other than Shares held by Crane, Purchaser or the
Company) will be converted into the right to receive $3.50 per Share in cash.
Your Board of Directors of the Company has approved the Merger Agreement,
the Offer and the Merger and has determined that each of the Offer and the
Merger is fair to, and in the best interests of, Liberty's shareholders. The
Board recommends that the Company's shareholders 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 described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Xxxx Xxxxx Xxxx Xxxxxx,
Incorporated ("Xxxx Xxxxx"), the Company's financial advisor, that the
consideration to be received by the holders of Shares in the Offer is fair,
from a financial point of view, to the shareholders of Liberty. A copy of Xxxx
Xxxxx'x opinion is attached to the Schedule 14D-9 as Annex I thereto.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated August 14, 1998, 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 the Merger and provide instructions as to how to tender your
Shares. We urge you to read the enclosed materials carefully.
Sincerely,
/s/ R. Xxx Xxxxx
R. Xxx Xxxxx
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
000 Xxxxx Xxxx Xxxxxxxxxxxx, XX 00000-0000 XXX Phone: (000) 000-0000
Fax: (000) 000-0000 xxxx://xxx.xxxxxxxxxxx.xxx
