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EXHIBIT (a)(3)
LETTER TO SHAREHOLDERS
July 18, 2000
To the Shareholders of Business Resource Group:
We are pleased to report that on July 7, 2000, Business Resource Group (the
"Company") entered into a Plan and Agreement of Merger (the "Merger Agreement")
with BRG Acquisition Corporation, a Delaware corporation (the "Purchaser"). The
Merger Agreement provides for the acquisition of all outstanding shares of
Common Stock, par value $0.01 per share, of the Company (the "Common Stock") by
the Purchaser at a price of $9.25 per share, net to the seller in cash, without
interest. Under the terms of the proposed transaction, the Purchaser has
commenced a tender offer (the "Offer") for all of the outstanding shares of
Common Stock at $9.25 per share, net to the seller in cash, without interest.
The Offer is currently scheduled to expire at 5:00 PM New York City time,
August 11, 2000, unless otherwise extended.
Following the successful completion of the Offer and upon approval by a
shareholder vote, if required, the Company will be merged with and into the
Purchaser (the "Merger") and all shares of Common Stock not purchased in the
Offer will be converted into the right to receive, without interest, an amount
in cash equal to the amount paid pursuant to the Offer.
UPON THE RECOMMENDATION OF A COMMITTEE OF INDEPENDENT, DISINTERESTED
DIRECTORS NOT AFFILIATED WITH THE PURCHASER OR ITS SHAREHOLDERS, YOUR BOARD OF
DIRECTORS (WITH THE THREE DIRECTORS WHO WILL ACQUIRE EQUITY INTERESTS IN ONE OR
BOTH THE PURCHASER OR ITS PARENT CORPORATION BEING ABSENT OR NOT VOTING) HAS
UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER, DETERMINED
THAT THE OFFER AND THE MERGER ARE ADVISABLE AND FAIR TO, AND IN THE BEST
INTERESTS OF, THE HOLDERS OF SHARES OF COMMON STOCK AND RECOMMENDS THAT ALL
HOLDERS OF SHARES OF COMMON STOCK TENDER THEIR SHARES OF COMMON STOCK PURSUANT
TO THE OFFER.
Accompanying this letter is a copy of the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by the Company with the Securities and
Exchange Commission. The Special Committee of the Board of Directors of the
Company has received an opinion, dated July 6, 2000, of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, that the $9.25 per share cash consideration to be
paid in the Offer and the Merger to the holders of shares of Common Stock is
fair, from a financial point of view, to such holders, other than the management
participants. A copy of this opinion is attached to the Schedule 14D-9.
Under separate cover, you will be receiving a copy of the Offer to Purchase
and related materials of the Purchaser, including a Letter of Transmittal for
use in tendering your shares of Common Stock. These documents set forth the
terms and conditions of the Offer and provide instructions for tendering your
shares of Common Stock.
WE URGE YOU TO READ EACH OF THE ENCLOSED MATERIALS CAREFULLY.
The management and directors of the Company thank you for the support you
have given the Company.
Sincerely,
The Special Committee to
Business Resource Group
