EXHIBIT 4
ALEX, BROWN & SONS
INCORPORATED
ESTABLISHED 1800 AMERICA'S OLDEST INVESTMENT BANKING FIRM
REPLY TO: P.O. BOX 515
BALTIMORE, MD 21203
MEMBERS: NEW YORK STOCK EXCHANGE, INC AND OTHER LEADING
EXCHANGES
December 8, 1995
THE EARTH TECHNOLOGY CORPORATION (USA)
100 West Broadway, Suite 5000
Long Beach, Ca 90802-75
Members of the Board:
The Earth Technology Corporation (USA) ("Earth Tech" or the "Company"),
Tyco International Ltd. ("Buyer") and T1 Acquisition Corporation, a Delaware
Corporation and wholly-owned subsidiary of Buyer (the "Merger Sub"), have
entered into an Agreement of Merger dated as of December 7, 1995 (the
"Agreement"). Pursuant to the Agreement, the Merger Sub will commence a tender
offer to purchase all outstanding shares of the common stock, $.10 par value per
share (the "Common Stock"). of Earth Tech ar a price of $8.00 per share, net to
the seller in cash. The Agreement also provides that following such tender
offer, Merger Sub will be merged with and into Earth Tech (the "Merger"), and
that each then outstanding share of common Stock, other than shares held
directly or indirectly by Buyer or the Company or as to which dissenters rights
have been perfected, will be converted into the right to receive $8.00 per share
in cash. You have requested our opinion as to whether the consideration to be
received by the holders of the Common Stock pursuant to the Agreement is fair,
from a financial point of view, to such holders.
Alex. Brown & Sons Incorporated ("Alex. Brown"), as a customary part of its
investment banking business, is engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, private placements and valuations for estate, corporate and other
purposes. We have acted as financial advisor to the Board of Directors of Earth
Tech in connection with the transaction described above and will received a fee
for our services, a portion of which is contingent upon the purchase of a
majority of the Common Stock by Merger Sub. Alex. Brown previously served as
financial advisor to the Board of Directors of the Company with respect to the
Company's acquisition of Summit Environmental Group, Inc. Alex Brown regularly
publishes research reports regarding the environmental engineering and
consulting industry and the businesses and securities of publicly owned
companies in that industry. In the ordinary course of business, we may actively
trade the securities of the Company for our own account and the account of our
customers and, accordingly. may at any time hold a long or short position in
securities of the Company.
In connection with our opinion, we have reviewed certain publicly available
financial information concerning Earth Tech and Certain internal financial
analyses and other information furnished to us by Earth Tech. We have also held
discussions with members of the senior
management of Earth Tech regarding the business and prospects of the Company.
In addition, we have (i) reviewed the reported price and trading activity for
the Common Stock of Earth Tech, (ii) compared certain financial and stock market
information for Earth Tech with similar information for certain other
environmental engineering and consulting companies whose securities are publicly
traded, (iii) reviewed certain recent business combinations in the environmental
engineering and consulting industry and performed such other studies and
analyses and considered such other factors as we deemed appropriate.
We have no independently verified the information described above and for
purposes of this opinion have assumed the accuracy, completeness and fairness
thereof. With respect to information relating to the prospects of Earth Tech,
we have assumed that such information reflects the best currently available
estimates and judgments of management of Earth Tech as to the likely future
financial performance of Earth Tech. In addition, we have not made an
independent evaluation or appraisal of the assets of Earth Tech, nor have we
been furnished with any such evaluation or appraisal. Our opinion is based on
market, economic and other conditions as they exist and can be evaluated as of
the date of this letter.
Our opinion expressed herein was prepared for the use of the Board of
Directors of Earth Tech and does not constitute a recommendation to the
Company's stockholders as to whether they should tender Common Stock owned by
them. We thereby consent, however, to the inclusion of this opinion as an
exhibit in any filing made with the Securities and Exchange Commission or in
materials required to distributed to shareholders of Earth Tech in connection
with the Merger.
Based upon and subject to the foregoing, it is our opinion that, as of the date
of this letter, the consideration to be received by the holders of the Common
Stock pursuant to the Offer and the Merger as contemplated in the Agreement is
fair, from a financial point of view, to such holders.
Very truly yours,
ALEX. BROWN & SONS INCORPORATED
/s/ Steven J. Bottum
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Steven J. Bottum
Managing Director