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John A. Edwardson
Chairman, President and Chief Executive Officer
[LOGO] Burns International Services Corporation
200 South Michigan Avenue
Chicago, IL 60604
August 7, 2000
Dear Stockholder:
I am pleased to inform you that on August 3, 2000, Burns International
Services Corporation ("Burns") entered into a merger agreement with Securitas
AB, a Swedish corporation, pursuant to which Securitas Acquisition Corporation,
a wholly-owned subsidiary of Securitas AB, has commenced a tender offer to
purchase all of the outstanding shares of Burns common stock for $21.50 per
share in cash. The tender offer is conditioned upon, among other things, a
minimum of a majority of Burns' shares outstanding being tendered and not
withdrawn and the receipt of required regulatory approvals. The tender offer
will be followed by a merger in which each share of Burns common stock not
purchased in the tender offer will be converted into the right to receive $21.50
in cash.
YOUR BOARD OF DIRECTORS HAS APPROVED THE MERGER AGREEMENT AND THE TENDER OFFER
AND DETERMINED THAT THEY ARE ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS
OF, BURNS STOCKHOLDERS. THE BOARD RECOMMENDS THAT BURNS STOCKHOLDERS ACCEPT THE
OFFER AND TENDER THEIR SHARES OF COMMON STOCK PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors considered a number
of factors, as described in the attached Schedule 14D-9, including the written
opinion of Burns' financial advisor, Credit Suisse First Boston, that, as of the
date of such opinion and based on and subject to the matters stated in such
opinion, the $21.50 in cash per share of Burns common stock to be received by
the holders of Burns common stock in the tender offer and merger is fair from a
financial point of view to such holders. A copy of such opinion setting forth
the assumptions made, procedures followed, matters considered and limits on the
review undertaken by Credit Suisse First Boston in rendering its opinion can be
found in Annex A to the Schedule 14D-9. You should read the opinion carefully
and in its entirety.
Enclosed are Securitas' Offer to Purchase dated August 7, 2000, Letter of
Transmittal and related documents. These documents set forth the terms and
conditions of the tender offer. The Schedule 14D-9 describes in more detail the
reasons for the Board's conclusions and contains other information relating to
the tender offer. We encourage you to consider this information carefully.
Sincerely,
/s/ John A. Edwardson
