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EXHIBIT 99.(a)(3)
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September 2, 1998
To Our Stockholders:
On behalf of the Board of Directors of ▇▇▇▇ Electronics Corp. (the
"Company"), I am pleased to inform you that on August 27, 1998, the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Framatome Connectors International S.A. ("FCI") and ▇▇▇▇ Acquisition Co., its
indirect wholly-owned subsidiary ("Purchaser"), pursuant to which Purchaser
today has commenced a cash tender offer (the "Offer") to purchase all issued and
outstanding shares of Common Stock of the Company ("Common Shares") at $35.00
per share, net to the seller in cash, and all issued and outstanding shares of
Class A Common Stock of the Company ("Class A Shares" and, together with the
Common Shares, the "Shares") at $32.965 per share, net to the seller in cash,
including in each case the associated rights to purchase Series A Junior
Preferred Stock of the Company. Pursuant to the Merger Agreement, upon
satisfaction of certain conditions, the Offer will be followed by a merger (the
"Merger") in which any Common Shares not tendered pursuant to the Offer will be
converted into the right to receive $35.00 per Share in cash, and any Class A
Shares not tendered pursuant to the Offer will be converted into the right to
receive $32.965 per Share in cash, in each case without interest (except any
Shares owned by FCI or any subsidiary of FCI and Shares as to which the holder
has properly exercised dissenter's rights of appraisal).
THE COMPANY'S BOARD OF DIRECTORS HAS (A) DETERMINED THAT THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE
MERGER, ARE FAIR TO AND IN THE BEST INTERESTS OF THE HOLDERS OF THE SHARES, (B)
APPROVED AND ADOPTED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREBY, AND (C) RESOLVED TO RECOMMEND THAT THE STOCKHOLDERS OF THE COMPANY
ACCEPT THE OFFER AND TENDER THEIR SHARES THEREUNDER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
that is being filed today with the Securities and Exchange Commission. Among
other things, the Board of Directors considered the opinion of its financial
advisor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, that the consideration to be
received by the holders of Common Shares pursuant to the Merger Agreement is
fair from a financial point of view, as of the date of such opinion and subject
to the assumptions made, matters considered and limitations on the review
undertaken, to such holders.
In addition to the attached Schedule 14D-9, enclosed also is the Offer to
Purchase dated September 2, 1998, 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 your decision with respect to tendering your
Shares pursuant to the Offer.
On behalf of the Board of Directors,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Board and Chief
Executive Officer