OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
XXXXXXXXXX INDUSTRIES, INC.
AT
$5.50 NET PER SHARE
BY
T MERGER SUB (OR), INC.,
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
TYCO INTERNATIONAL LTD.
---------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, NOVEMBER 30, 1999, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated November 1,
1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") relating to the offer by T Merger Sub
(OR), Inc., an Oregon corporation ("Purchaser") and a wholly owned subsidiary of
Sigma Circuits, Inc., a Delaware corporation ("Sigma") and an indirect
wholly-owned subsidiary of Tyco International Ltd., a Bermuda company ("Tyco"),
to purchase all of the outstanding shares of common stock (the "Shares"), of
Xxxxxxxxxx Industries, Inc., an Oregon corporation (the "Company"), at a price
of $5.50 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer. Tyco fully and unconditionally guarantees the
Offer. The Offer is being made in connection with the Agreement and Plan of
Merger, dated as of October 26, 1999, among Sigma, Purchaser and the Company and
the related guarantee of Tyco.
WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF SHARES FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US OR OUR NOMINEES AS THE
HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, pursuant to the
terms and conditions set forth in the Offer.
Your attention is directed to the following:
1. The tender price is $5.50 per Share, net to you in cash.
2. THE BOARD OF DIRECTORS OF THE COMPANY HAS DETERMINED THAT THE OFFER AND
THE MERGER (AS DEFINED IN THE OFFER TO PURCHASE) ARE FAIR TO, AND IN THE BEST
INTERESTS OF, THE COMPANY AND ITS SHAREHOLDERS, HAS APPROVED THE MERGER
AGREEMENT, THE OFFER AND THE MERGER, AND RECOMMENDS THAT THE HOLDERS OF SHARES
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
3. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Tuesday, November 30, 1999, unless the Offer is extended.
4. The Offer is being made for all of the outstanding Shares. The offer is
conditioned upon, among other things, there being validly tendered and not
withdrawn prior to the expiration of the offer at least that number of Shares
which would constitute 51% of the outstanding Shares on a diluted basis. The
majority shareholder of the company who owns 8,119,375 Shares (constituting
approximately 53.0% of the
outstanding Shares on a diluted basis) has agreed to tender these Shares in the
Offer. If the majority shareholder is unable to tender 2,656,500 of these Shares
(the "Pledged Shares") in the Offer (constituting approximately 17.4% of the
outstanding Shares on a diluted basis) because the Pledged Shares are not
released from certain pledge arrangements before the consummation of the Offer,
the majority shareholder has agreed to sell to Purchaser the Pledged Shares
following consummation of the Offer upon the release of the Pledged Shares from
the pledge arrangements to which they are subject.
5. Shareholders who tender Shares will not be obligated to pay brokerage
fees, commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to
the Offer.
If you wish to have us tender any or all of your Shares, please complete,
sign and return the instruction form set forth below. An envelope to return your
instructions to us is enclosed. If you authorize the tender of your Shares, all
such Shares will be tendered unless otherwise specified on the instruction form
set forth below. PLEASE FORWARD YOUR INSTRUCTIONS TO US AS SOON AS POSSIBLE TO
ALLOW US AMPLE TIME TO TENDER YOUR SHARES ON YOUR BEHALF PRIOR TO THE EXPIRATION
OF THE OFFER.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements and amendments thereto. Purchaser is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes aware
of any valid state statute prohibiting the making of the Offer or the acceptance
of Shares pursuant thereto, Purchaser will make a good faith effort to comply
with any such state statute or seek to have such statute declared inapplicable
to the Offer. If, after such good faith effort, Purchaser cannot comply with any
such state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the holders of Shares in such state. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
2
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK
OF
XXXXXXXXXX INDUSTRIES, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated November 1, 1999, and the related Letter of Transmittal
(which together constitute the "Offer") relating to the offer by T Merger Sub
(OR), Inc., an Oregon corporation ("Purchaser") and a wholly owned subsidiary of
Sigma Circuits, Inc., a Delaware corporation ("Sigma") and an indirect
wholly-owned subsidiary of Tyco International Ltd., a Bermuda company ("Tyco"),
to purchase all of the outstanding Shares of common stock (the "Shares"), of
Xxxxxxxxxx Industries, Inc., an Oregon corporation (the "Company"), at a price
of $5.50 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer.
This will instruct you to tender to Purchaser the number of Shares indicated
below (or if no number is indicated below, all Shares) held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Number of Shares to be Tendered:* SIGN HERE
------------------- Shares --------------------------------------------
Account Number: --------------------------------------------
-------------------------------------------- --------------------------------------------
------------------------ Signature(s)
Dated , 1999 ---------------------------------------------
Please print name(s) and address(es) here
---------------------------------------------
Area Code and Telephone Number(s)
---------------------------------------------
Tax Identification or Social Security Number
------------------------
* Unless otherwise indicated, it will be assumed that all of your Shares held
by us for your account are to be tendered.
3
