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Exhibit (a)(3)
[SYBRON CHEMICALS INC. LOGO]
September 8, 2000
Dear Stockholder:
On behalf of the Board of Directors of Sybron Chemicals Inc., I am writing
to inform you that, on August 30, 2000, Sybron Chemicals Inc. entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Bayer Corporation and
its subsidiary Project Toledo Acquisition Corp. Pursuant to the Merger
Agreement, Project Toledo Acquisition Corp. has today commenced a cash tender
offer for all of the outstanding shares of Sybron Chemicals Inc. common stock,
including the associated preferred share purchase rights, at a price of $35.00
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, Project Toledo Acquisition Corp. will merge with
Sybron Chemicals Inc. and any remaining shares of Sybron Chemicals Inc. common
stock (other than those owned by Sybron Chemicals Inc., Bayer Corporation and
its subsidiaries and stockholders of Sybron Chemicals Inc. who exercise
appraisal rights under Delaware law) will be converted into the right to receive
the same price paid in the tender offer.
At a meeting on August 30, 2000, the Sybron Chemicals Inc. 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 Sybron Chemicals
Inc. stockholders, (ii) approved, adopted and declared advisable the Merger
Agreement and (iii) resolved to recommend that Sybron Chemicals Inc.
stockholders accept the tender offer and tender their shares of Sybron Chemicals
Inc. 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 Sybron
Chemicals Inc.'s Solicitation/Recommendation Statement on Schedule 14D-9. Among
the factors considered by the Board in evaluating the tender offer and the
merger was the opinion dated August 30, 2000 of J.P. Morgan Securities Inc.,
Sybron Chemicals Inc.'s financial advisor, to the effect that as of such date
and based upon, and subject to certain matters stated in such opinion, the
consideration to be paid to the Sybron Chemicals Inc. stockholders pursuant to
the tender offer and the merger was fair to such stockholders (other than Bayer
Corporation 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 J.P. Morgan in rendering its opinion. The
written opinion of J.P. Morgan is attached as Annex I 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 Sybron Chemicals Inc.'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/ Richard M. Klein
Richard M. Klein
President and Chief Executive Officer
