Exhibit (a)(1)
[SYNTHETIC INDUSTRIES, INC. LETTERHEAD]
November 12, 1999
Dear Stockholder:
On November 5, 1999, Synthetic Industries, Inc. (the "Company") entered into
a merger agreement with SIND Holdings, Inc. ("Parent"), a company organized by
Investcorp, a global investment group, and SIND Acquisition, Inc.
("Purchaser"), a wholly owned subsidiary of Parent.
Pursuant to the merger agreement, Purchaser has today commenced a cash
tender offer for all outstanding shares of common stock, par value $1.00 per
share, of the Company at a price of $33.00 per share net to the seller in cash.
The tender offer is conditioned, among other things, upon a majority of the
outstanding shares being validly tendered. Synthetic Industries, L.P., which
owns approximately 66% of the outstanding shares, has agreed to tender its
shares to Purchaser pursuant to an agreement with Purchaser that was entered
into at the same time as the merger agreement. The merger agreement provides
that, following the tender offer. Purchaser will merge with and into the
Company and any remaining shares of common stock of the Company will be
converted into the right to receive $33.00 per share in cash, without interest.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the enclosed Schedule 14D-9,
including, among other things, the opinion of The Beacon Group Capital
Services, LLC, the Company's financial advisor, that the terms of the tender
offer and the merger are fair, from a financial point of view, to the
stockholders of the Company.
At a meeting held on November 4, 1999, the Board of Directors of the Company
unanimously approved the tender offer and the merger and determined, based
upon, among other things, the recommendation of an independent committee of the
Board, that the tender offer and the merger are fair and in the best interests
of the stockholders of the Company. The Board of Directors unanimously
recommends that stockholders accept the offer and tender their shares pursuant
to the offer.
Enclosed for your consideration are copies of the tender offer materials and
the Company's Schedule 14D-9, which are being filed today with the Securities
and Exchange Commission. Theses documents should be read carefully. In
particular, I call your attention to Item 4 of the enclosed Schedule 14D-9,
which describes the reasons for the Board's recommendations.
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Chairman and Chief Executive Officer