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Exhibit 99(a)(1)
MicroTouch Systems, Inc.
300 Griffin Brook Park Drive
Methuen, MA 01844
November 20, 2000
To Our Shareholders:
On behalf of the Board of Directors of MicroTouch Systems, Inc. (the
"Company"), I am pleased to inform you that on November 13, 2000, the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Minnesota Mining and Manufacturing Company ("3M") and its wholly-owned
subsidiary, Equinox Acquisition, Inc. (the "Purchaser"). Pursuant to the
Merger Agreement, the Purchaser has today commenced a cash tender offer (the
"Offer") to purchase all of the outstanding shares of Common Stock of the
Company at $21.00 per share, net to the seller in cash, subject to the terms
and conditions in the Offer to Purchase accompanying this letter.
The Offer will be followed by a merger (the "Merger") in which any
remaining shares of Common Stock of the Company (except for any shares owned
by 3M, the Purchaser, the Company, or any subsidiary of 3M or the Company, or
as to which the holder has properly exercised dissenters' rights of appraisal)
will be converted into the right to receive $21.00 in cash, without interest.
Following the merger, the Company will be a wholly-owned subsidiary of 3M.
Your board of directors (by the unanimous vote of all directors) has
determined that the Offer and Merger are fair to, and in the best interests
of, the Company and its shareholders and has approved the Merger Agreement,
the Offer and the Merger. The board of directors unanimously recommends that
the shareholders of the Company accept the Offer and tender their shares
pursuant to the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission, including the
opinion of Broadview International LLC, the Company's financial advisor in
connection with the Offer and the Merger, to the Board of Directors of the
Company, to the effect that, as of November 13, 2000, the consideration to be
received by the shareholders in the Offer and the Merger was fair to such
shareholders from a financial point of view.
In addition to the attached Schedule 14D-9, also enclosed is the Offer to
Purchase together with related materials, including a Letter of Transmittal to
be used for tendering your shares in the Offer. These documents state the
terms and conditions of the Offer and the Merger and provide instructions as
to how to tender your shares. We urge you to read these documents carefully in
making your decision with respect to tendering your shares pursuant to the
Offer.
On behalf of the Board of Directors,
/s/ D. Westervelt Davis
Chief Executive Officer and
President
