here is the rest of the letter
I am pleased to advise you the Board of Directors of IA has hereby authorized me to:
1. Offer to purchase the outstanding common stock of NSOL (on a fully diluted basis) for an aggregate cash payment of $110 million, a substantial premium over recent and historical stock prices. To that end, we are prepared to negotiate and enter into a mutually acceptable merger or other acceptable agreement with NSOL. I am sure that we both will want to take steps (including the possibility of coupling the transaction with an immediate cash tender offer at the same price) to effectuate the transaction as promptly as possible.
2. In the event we are not able to enter into an agreement with NSOL, we intend to make a cash tender offer for all of the outstanding shares of NSOL (on a fully diluted basis) of $110 million, subject to certain conditions being met.
It is our policy that the companies within the Inter-Americas, Inc. organization operate as separate units with extensive decentralization of authority. In this connection, we would desire for the continuation of NSOL’s management, and we would expect that any existing employment agreements would be assumed by the merged entity or substituted for new mutually acceptable arrangements.
We appreciate that, in considering our proposal, the obligation of your Board of Directors is to examine it from the standpoint of the best interest of NSOL and its shareholders as a whole. With this in mind, may I make clear Inter-Americas, Inc.’s sincere interest in this regard. We would expect that NSOL operate in such a way as to maintain these relationships.
To be absolutely clear, we are prepared to reach an agreement on a transaction that is fair and generous and in the best interest of your company and its shareholders. We believe that if given the opportunity, your board and shareholders would likely vote to accept such a proposal.
IA and its advisors are ready and eager to meet with you and your advisors as soon as possible to begin working on an agreement. Working together, I do not anticipate any difficulties in arranging the details and I am confident that we can develop a definitive agreement very quickly. I would very much appreciate hearing from you today so that we both might discuss how best to proceed. We at IA have already begun extensive due diligence including retaining Klehr, Harrison, Harvey, Branzburg & Ellers, LLP to advise IA on proceeding with this offer and subsequently any SEC filings including tender offers. All these steps are necessary for moving this transaction to a successful finalization.
In closing, let me say how much I personally hope that we can complete this transaction on a mutually acceptable basis. Your success and the compatibility of our businesses commend a joining of forces for the future.
Very truly yours,
/s/ Larry Romano
Larry Romano
President and Chief Operating Officer
Inter-Americas, Inc.
cc: Board of Directors
Nuclear Solutions, Inc.
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