Annex A
March 12, 2000
Special Committee of the Board of Directors
Boise Cascade Office Products Corporation
800 West Bryn Mawr Avenue
Itasca, Illinois 60143-1594
Dear Sirs:
You have asked us to advise you with respect to the fairness to the
stockholders of Boise Cascade Office Products Corporation (the "Company"),
other than Boise Cascade Corporation (the "Acquiror") and its affiliates,
from a financial point of view, of the consideration to be received by such
stockholders pursuant to the terms of the Agreement and Plan of Merger,
dated as of March 12, 2000 (the "Merger Agreement"), among the Company, the
Acquiror and Boise Acquisition Corporation, a Delaware Corporation, which
is a wholly owned subsidiary of the Acquiror (the "Sub"). Upon the terms
and subject to the conditions of the Merger Agreement (i) the Acquiror will
commence a tender offer (the "Offer") for all issued and outstanding shares
of common stock, par value $0.01 per share, of the Company not beneficially
owned by the Acquiror or Sub (the "Shares") at a price of $16.50 per share
in cash (the "Consideration") and (ii) following consummation of the Offer,
Sub will be merged with and into the Company (the "Merger") and each
outstanding Share not acquired in the Offer will be converted into the
right to receive the Consideration (the Offer and the Merger, together, the
"Transaction").
In arriving at our opinion, we have reviewed certain publicly available
business and financial information relating to the Company, as well as the
Merger Agreement. We have also reviewed certain other information,
including financial forecasts, provided to or discussed with us by the
Company, and have met with the Company's management to discuss the business
and prospects of the Company.
In arriving at our opinion, we have also considered certain financial and
stock market data of the Company, and we have compared those data with
similar data for other publicly held companies in businesses similar to the
Company and we have considered, to the extent publicly available, the
premiums paid in certain other going private transactions effected by a
controlling stockholder and other transactions which have recently been
proposed or effected. We also considered such other information, financial
studies, analyses and investigations and financial, economic and market
criteria which we deemed relevant.
In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have
relied on its being complete and accurate in all material respects. With
respect to the financial forecasts, we have been advised, and have assumed,
that they have been reasonably prepared on bases reflecting the best
currently available estimates and judgments of the Company's management as
to the future financial performance of the Company. In addition, we have
not been requested to make, and have not made, an independent evaluation or
appraisal of the assets or liabilities (contingent or otherwise) of the
Company, nor have we been furnished with any such evaluations or
appraisals. Our opinion is necessarily based upon information available to
us, and financial, economic, market and other conditions as they exist and
can be evaluated on the date hereof. We were not requested to, and did not,
solicit third party indications of interest in acquiring all or any part of
the Company.
We have acted as financial advisor to the Special Committee of the Board of
Directors of the Company in connection with the Transaction and will
receive a fee for our services, a significant portion of which is
contingent upon consummation of the Merger. We will also receive a fee for
rendering this opinion.
In the ordinary course of our business, we and our affiliates may actively
trade the debt and equity securities of both the Company and the Acquiror
for our and such affiliates' own accounts and for the accounts of customers
and, accordingly, may at any time hold a long or short position in such
securities.
It is understood that this letter is for the information of the Special
Committee of the Board of Directors of the Company in connection with its
consideration of the Transaction, does not constitute a recommendation to
any stockholder as to whether to tender in the Offer or how such
stockholder should vote or act on any matter relating to the Merger and is
not to be quoted or referred to, in whole or in part, in any registration
statement, prospectus or proxy statement, or in any other document used in
connection with the offering or sale of securities, nor shall this letter
be used for any other purposes, without our prior written consent.
Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Consideration to be received by the stockholders of the
Company in the Transaction is fair to such stockholders, other than the
Acquiror and its affiliates, from a financial point of view.
Very truly yours,
By: /s/ CREDIT SUISSE FIRST BOSTON CORPORATION
EXHIBIT INDEX
EXHIBIT NO.
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6. Opinion of Credit Suisse First Boston dated as of March 12, 2000,
included as Annex A to the Schedule 14D-9 mailed to BCOP public
shareholders.