Seda Specialty Packaging Corp – ‘SC 14D9’ on 6/23/97 re: Seda Specialty Packaging Corp – EX-9

As of:  Monday, 6/23/97   ·   Accession #:  898430-97-2647   ·   File #:  5-47993

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Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9     Tender-Offer Solicitation/Recommendation Statement    33    168K 
 2: EX-1        Agreement & Plan of Merger & Reorganization           54    219K 
 3: EX-2        Press Release Issued by the Co. & Parent               2     10K 
 4: EX-3        Letter Agreement Dated 6/16/97                        20     73K 
 5: EX-4        Memorandum of Agreement Dated 6/16/97                 30     92K 
 6: EX-5        Option Agreement Dated as of 6/16/97                   8     32K 
 7: EX-6        Incentive Option Agreement - Dated 6/16/97            11     35K 
 8: EX-7        Non-Competition Agreement - Dated 6/16/97              9     32K 
 9: EX-8        Qualification & Listing of Shares Agreement            6     21K 
10: EX-9        Stockholder Letter Dated 6/23/97                       1      8K 
11: EX-10       Opinion of Crowell, Weedon & Co.                       2     16K 

EX-9   —   Stockholder Letter Dated 6/23/97

EX-9
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                                                                       EXHIBIT 9

[LOGO OF SEDA SPECIALTY PACKAGING]                                              

                                                                 June 23, 1997

Dear Stockholder:                                                               

As you may be aware, on June 16, 1997, SEDA Specialty Packaging Corp.       
("SEDA") entered into a merger agreement with CCL Industries Inc. ("CCL") and   
its indirect wholly owned subsidiary, Seawolf Acquisition Corporation           
("Purchaser"), pursuant to which Purchaser agreed to commence as promptly as    
practicable a tender offer for SEDA Common Stock for a cash price of $29.00     
per share. The agreement provides that, following completion of the offer, CCL  
will cause Purchaser to merge into SEDA and any SEDA shares that are not        
acquired through the tender offer will be converted in the merger into the      
right to receive the same consideration as is paid in the tender offer.         

THE BOARD OF DIRECTORS UNANIMOUSLY HAS DETERMINED THAT THE OFFER AND THE    
MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS           
STOCKHOLDERS, HAS APPROVED THE OFFER, THE MERGER AGREEMENT AND THE MERGER AND   
RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES PURSUANT TO THE     
OFFER.                                                                          

In arriving at its recommendation, the Board gave careful consideration to a
number of factors as described in the enclosed Schedule 14D-9, including the    
opinion of Crowell, Weedon & Co. that, based on certain assumptions and         
subject to certain limitations, the consideration to be received by SEDA's      
public stockholders in the tender offer and merger is fair from a financial     
point of view to such holders. We urge you to read the enclosed Schedule 14D-9  
and the related tender offer materials carefully.                               

On behalf of SEDA's Board of Directors, I thank you for the support you have
given to SEDA over the years.                                                   

              Sincerely,

                                 /s/ Shahrokh "Shawn" Sedaghat

                             Shahrokh "Shawn" Sedaghat
                                 Chairman, President and Chief
                       Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D9’ Filing		Date		Other Filings
Filed on:		6/23/97		SC 13D,  SC 14D1
		6/16/97
				List all Filings