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MAFCO HOLDINGS INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
TEL: 212-572-5090
November 9, 2000
To: The Board of Directors of
M & F Worldwide Corp.
c/o Paul M. Meister
I am pleased to propose for your consideration a transaction pursuant to
which M & F Worldwide Corp. ("MFW") would acquire from our subsidiary PX Holding
Corporation ("PX Holding") 7,320,225 shares of common stock of Panavision Inc.
("Panavision"), which represent 83.47% of the issued and outstanding shares of
capital stock of Panavision. Panavision is a leading designer and manufacturer
of high-precision camera systems for the motion picture and television
industries throughout the world and is listed on the New York Stock Exchange
under the symbol PVI. We propose a price of $190.3 million, representing PX
Holding's cost, plus an appropriate premium to be negotiated, representing the
growth in Panavision's current business and the prospective benefits from its
development of digital image technology. We would be prepared to accept a mix of
cash and newly-issued shares of MFW stock as payment.
This proposal is, of course, conditioned upon the execution of a definitive
agreement which would contain appropriate terms and conditions.
We are mindful of the fact that, in light of Ronald O. Perelman's
beneficial ownership of approximately 35% of the outstanding shares of MFW, MFW
would wish a special committee of independent directors (the "Special
Committee") to consider this proposal. We hope a Special Committee will conclude
that the Panavision business represents a tremendous -- and proven --
opportunity.
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The Board of Directors
M & F Worldwide Corp.
November 9, 2000
Page 2
Our financial and legal advisers, as well as the management of Panavision,
are prepared to provide any further details and render whatever assistance a
Special Committee may require. We very much appreciate your willingness to
consider this acquisition and look forward to working with you toward its
successful completion.
Very truly yours,
MAFCO HOLDINGS INC.
By:
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Howard Gittis
Vice Chairman
