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EXHIBIT (a)(3)
[ChiRex Logo]
August 4, 2000
Dear Stockholder:
On behalf of the Board of Directors of ChiRex Inc., I am writing to inform
you that on July 24, 2000, ChiRex entered into an Agreement and Plan of Merger
with Rhodia, a French corporation, and its subsidiary Cousin Acquisition, Inc.
Pursuant to the merger agreement, Cousin Acquisition has today commenced a
cash tender offer for all outstanding shares of ChiRex common stock, including
the associated preferred share purchase rights, at a price of $31.25 per
share, net to the seller in cash, subject to the terms and conditions of the
Offer to Purchase accompanying this letter. The merger agreement provides
that, following the tender offer, Cousin Acquisition will merge with ChiRex
and any remaining shares of ChiRex common stock (other than those owned by
ChiRex, Rhodia or Cousin Acquisition) will be converted into the right to
receive the same price paid in the offer.
At a meeting on July 23, 2000, the ChiRex Board of Directors unanimously (i)
determined that the merger agreement and the transactions contemplated by the
merger agreement, including the tender offer and the merger, are fair to, and
in the best interests of, the ChiRex stockholders, (ii) approved, adopted and
declared advisable the merger agreement and (iii) resolved to recommend that
ChiRex stockholders accept the tender offer and tender their shares of ChiRex
common stock pursuant to the tender offer and, if applicable, approve and
adopt the merger agreement and the transactions contemplated thereby.
In arriving at its recommendation, the Board gave careful consideration to
the factors described in the enclosed tender offer materials and ChiRex's
Solicitation/Recommendation Statement on Schedule 14D-9. Among the factors
considered by the Board in evaluating the merger was the opinion dated July
23, 2000 of Chase Securities Inc., ChiRex's financial advisor, to the effect
that as of such date and based upon and subject to certain matters stated in
such opinion, the price per share of $31.25 in cash to be received by the
ChiRex stockholders pursuant to the tender offer and the merger, taken
together as a whole and not separately, was fair to such stockholders (other
than Rhodia and its affiliates) from a financial point of view. The opinion
contains a description of the procedures followed, matters considered and
limitation on the review undertaken by Chase Securities in rendering its
opinion. The written opinion of Chase Securities is attached as Annex A to the
Schedule 14D-9. You should read the opinion carefully and in its entirety.
Enclosed for your consideration are copies of the Offer to Purchase and
other tender offer materials and ChiRex's Solicitation/Recommendation
Statement on Schedule 14D-9, which are being filed today with the Securities
and Exchange Commission. You should read these documents carefully and in
their entirety.
Sincerely,
/s/ Michael A. Griffith
Michael A. Griffith
Chairman and Chief Executive Officer
ChiRex Inc., 300 Atlantic St., Suite 402, Stamford, CT 06901 USA
Voice: (203) 351-2300 Facsimile: (203) 425-9996
