from SC 14D9
1 page
<page> 1 [Sinter Metals, Inc. Logo] Dear Stockholder: On April 29, 1997, Sinter Metals, Inc. (The "Company") Announced That It Had Entered Into an Agreement and Plan of Merger ("Agreement") With Gkn Powder Metallurgy Holdings, Inc., an Indirect Wholly-Owned Subsidiary of Gkn PLC ("Parent"), Pursuant to Which Gkn Powder Metallurgy, Inc. ("Purchaser"), a Delaware Corporation and a Wholly-Owned Subsidiary of Parent, Agreed to Offer to Purchase All of the Issued and Outstanding Shares of the Company's Class a Common Stock and Class B Common Stock at a Price of $37.00 Net Per Share Payable in Cash Through a Tender Offer to the Stockholders of the Company (The "Offer"). the Agreement Provides for a Subsequent Merger of Purchaser Into the Company at the Same Price Per Share Paid Pursuant to the Offer. Based in Part on the Opinion of Morgan Stanley & Co. Incorporated, the Company's Financial Advisor, That the Consideration to Be Paid to Stockholders of the Company in the Agreement Is Fair to Such Stockholders From a Financial Point of View, Your Board of Directors Has Unanimously Approved the Agreement and Determined That the Agreement Is in the Best Interests of Stockholders. Accordingly, the Board Unanimously Recommends That Stockholders Tender Their Shares Pursuant to the Offer. in Arriving at Its Decision to Recommend the Offer, the Board of Directors Gave Careful Consideration to a Number of Factors, Which Are Described in the Schedule 14d-9 Filed by the Company With the Securities and Exchange Commission and Enclosed With This Letter. I Urge You to Read the Schedule 14d-9 Carefully. Finally, the Annual Meeting of the Company Scheduled for May 15, 1997 Will Be Postponed Until Further Notice in View of the Proposed Transactions Contemplated by the Agreement. Sincerely, /S/ Joseph W. Carreras Joseph W. Carreras Chairman and Chief Executive Officer
