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Stock for Cash and Stock Purchase

December 12, 20___

James Dean

Chief Executive Officer

Ltd.

Dear Mr. Dean:

On behalf of XYZ, I am pleased to submit the enclosed offer to

acquire ABC. We are extremely impressed with the business you and

your management team have developed. We are particularly excited about

how ABC complements our businesses and our strategies for future

growth by establishing deeper relationships and delivering greater

value for our consumers and business partners in vertical markets.

We see recruitment as a valuable part of XYZ's future growth

strategy - it's been one of the fastest industries to migrate online

and is poised to grow substantially over the next few years. We

believe that the combination of ABC and XYZ will create a

powerful new force in the recruitment marketplace.

XYZ is well positioned to help ABC capitalize on the future

opportunities in this market and to provide an exciting platform upon

which ABC's management and employees can build. XYZ's broad

reach, distribution, and desire to commit significant resources to

this opportunity, together with ABC's experienced management team,

large consumer base, diversified customer base and well-trained sales

force, would create a winning combination.

In short, the combination we propose is a logical next step for

the shareholders, customers and employees of both of our companies.

We believe a transaction between ABC and XYZ would provide

demonstrably superior value to your shareholders compared with the

transaction with John Doe Inc. We also believe that the combination of XYZ

and ABC represents a uniquely attractive opportunity to your

management team and employees. To that end, XYZ proposes to acquire

all outstanding ABC common stock at a fixed price of $10.50 per

share of consideration consisting of equal parts cash and stock. The

proposed price represents a 23% premium over the average implied price

of the John Doe Inc transaction over the last 30 trading days, and a 6% premium

over the implied price today (based on John Doe Inc's closing price on December

12, 2001).

To effect the transaction, we would commence an exchange offer for

all of ABC's outstanding common stock followed by a merger at the

same per share price. XYZ would use its currently existing cash

balances to finance the cash portion of the consideration. We expect

that the transaction could be consummated within six to eight weeks of

the execution of definitive transaction documentation. Because the

cash portion of the transaction would be financed entirely through

XYZ's existing cash reserves, our offer would not be subject to any

financing contingency. We are prepared to begin discussions with you

as early as tomorrow.

Our proposal is clearly superior for your shareholders to the

proposed transaction involving John Doe Inc for the following reasons:

-- Our proposal provides higher absolute value for each ABC share

-- Our proposal provides value certainty

-- Our proposal provides immediate liquidity

-- Our proposal is not subject to significant regulatory risk

PARTIAL DOCUMENT – THE REMAINDER IS NOT SHOWN. GET THE FULL DOCUMENT HERE.

ADDITIONAL TEMPLATE PREVIEWS

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|Guides |LOI Tools and Templates |

|Anatomy of LOI - Ver1 |Full Buyout |

|Anatomy of LOI - Ver2 |Asset Purchase - Ver1 |

|Asset vs. Stock Purchase |Asset Purchase - Ver2 |

|Purchase Price Payment Considerations |Stock For Cash |

|Ways to Structure the Deal - Ver1 |Stock For Stock |

|Ways to Structure the Deal - Ver2 |Stock For Cash & Stock |

|Ways to Structure the Deal - Ver3 |Earnout |

|Structuring Effective Earnouts |Partial Investments |

|Tax Implications |Series A Preferred |

|What is a Reverse Merger? |Series B Preferred |

| |Presentations |

| |Presenting the Deal - Ver1 |

|  |Presenting the Deal - Ver2 (No Preview) |

| |Presenting the Deal - Ver3 |

| |Presenting the Deal - Ver4 |

| |Presenting the Deal - Ver5 |

| |Business Sale Presentation  |

 

|Buying or Selling a Business Step-by-Step Procedure - Click Here To View |

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