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NOVAMETRIX MEDICAL SYSTEMS INC.
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(Name of Registrant as Specified In Its Charter)
...............................................................................
(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
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NOVAMETRIX
MEDICAL SYSTEMS INC.
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November 20, 1996
Dear Fellow Stockholders:
At our annual meeting on Monday, we will consider one of the most important
decisions in the Company's history, the merger with Andros. I am therefore
imposing on your attention one last time to solicit your support.
As many of you know, I have been with the Company since 1978, and I have
had the privilege and responsibility of being Chief Executive Officer since
1991. Over the last five years, with the help of a dedicated group of employees,
we have brought the Company back from the brink of bankruptcy to a solid
financial and competitive footing. We have returned the Company to
profitability, increased stockholders' equity, introduced new products and
raised the market price of our stock so it is trading well above the average P/E
ratio for our industry. As a result, we are now in a position to triple our size
through the Andros merger, and to open a new chapter in the Company's history.
If the merger were not approved, I am confident the Company would continue
to grow, although at a slower rate than it would with the merger. But I do not
foresee the Company soon achieving the level of value we stockholders are all
hoping for without the increase in revenues and earnings that will result from
the Andros merger.
The 13D Group apparently believes that there is another alternative to the
Andros merger: a sale of the Company at a significant premium over the market
price.
I personally own over 350,000 shares of the Company's stock. Like the 13D
Group, I would like to believe that my stock could be sold for $10 to $12 per
share. But after examining industry transactions over the past several years,
neither I nor our investment bankers believe the Company can be sold for a
significant premium over the current market price. Therefore, in order to
realize what we believe is the inherent value of the Company -- its products,
its research and development, its dedicated employees and loyal customers --
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we are pushing ahead with our plan to CREATE value through the Andros merger.
I have devoted the last 18 years of my life to this Company, and I firmly
believe the Andros merger will enhance value for all stockholders. I hope you
will agree with me, and give your proxy to management.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE WHITE PROXY CARD THAT WAS
ENCLOSED WITH OUR PROXY STATEMENT, OR THE ADDITIONAL WHITE PROXY CARD ENCLOSED
HEREWITH.
Thank you for your support.
Sincerely yours,
William J. Lacourciere
Chairman of the Board,
President and Chief
Executive Officer
