Offer to Purchase For Cash
All Outstanding Shares of Common Stock
of
ALBA-WALDENSIAN, INC.
at
$18.50 NET PER SHARE
by
AWS ACQUISITION CORP.
a wholly-owned subsidiary
of
TEFRON U.S. HOLDINGS CORP.
a wholly-owned subsidiary
of
TEFRON LTD.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, DECEMBER 13, 1999, UNLESS THE OFFER IS EXTENDED.
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November 12, 1999
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated
November 12, 1999 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer") relating to the offer by AWS Acquisition Corp., a
Delaware corporation (the "Purchaser"), and a wholly-owned subsidiary of Tefron
U.S. Holdings Corp., a Delaware corporation (the "Parent"), and a wholly-owned
subsidiary of Tefron Ltd., a corporation organized under the laws of the State
of Israel ("Tefron"), to purchase all outstanding shares of Common Stock, par
value $2.50 per share (the "Shares"), of Alba-Waldensian, Inc., a Delaware
corporation (the "Company"), at a purchase price of $18.50 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal enclosed herewith. The Offer is being made in connection with the
Agreement and Plan of Merger, dated as of November 8, 1999, by and among
Purchaser, Parent, and the Company. Holders of Shares whose certificates for
such Shares (the "Share Certificates") are not immediately available, or who
cannot deliver their Share Certificates and all other required documents to the
Depositary on or prior to the Expiration Date (as defined in the Offer to
Purchase), or who cannot complete the procedures for book-entry transfer on a
timely basis, must tender their Shares according to the guaranteed delivery
procedures set forth in Section 3 of the Offer to Purchase. WE ARE THE HOLDER OF
RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE
MADE ONLY BY US 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.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant to
the terms and conditions set forth in the Offer.
Please note the following:
1. The Offer price is $18.50 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth
in the Offer.
2. The board of directors of the Company has unanimously 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's stockholders, has
approved the Merger Agreement (as defined in the Offer to Purchase) and
the transactions contemplated thereby, including the Offer and the Merger,
and recommends that the Company's stockholders accept the Offer and tender
their Shares pursuant to the Offer.
3. The Offer is conditioned upon, among other things, the
satisfaction or waiver of certain conditions, including (1) there being
validly tendered and not properly withdrawn prior to the Expiration Date
(as defined in the offer to purchase) that number of Shares which
constitute a majority of the Shares outstanding on a fully diluted basis
on the date of purchase and (2) the expiration or termination of all
waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of
1976, as amended (the "HSR Act"). The Offer is also subject to certain
other conditions set forth in the offer to purchase and will expire at
12:00 midnight, New York City Time, on Monday, December 13, 1999, unless
extended. See Sections 1, 11 and 14 of the Offer to Purchase.
4. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Monday, December 13, 1999, unless the Offer is
extended.
5. The Offer is being made for all of the outstanding Shares.
6. Tendering stockholders who hold Shares in their names will not be
obligated to pay brokerage fees or commissions to the Dealer Manager, the
Depositary or the Information Agent or, except as otherwise provided in
Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase
of Shares by the Purchaser pursuant to the Offer. However, backup federal
income tax withholding at a rate of 31% may be required, unless an
exemption applies or unless the required taxpayer identification
information is provided. See Instruction 10 of the Letter of Transmittal.
7. Notwithstanding any other provision of the Offer, payment for
Shares accepted for payment pursuant to the Offer will in all cases be
made only after timely receipt by First Union National Bank, the
Depositary of (a) Share Certificates (or a timely Book-Entry Confirmation
(as defined in Section 3 of the Offer to Purchase) with respect to),
(b) the Letter of Transmittal (or a facsimile thereof), properly completed
and duly executed with any required signature guarantees or an Agent's
Message (as defined in the Offer to Purchase) in connection with a
book-entry transfer, and (c) any other documents required by the Letter of
Transmittal. Accordingly, payment to all tendering stockholders may not be
made at the same time depending upon when Share Certificates or Book-Entry
Confirmation with respect to Shares are actually received by the
Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth on the back page of this letter. If you
authorize the tender of your Shares, all such Shares will be tendered unless
otherwise specified on the back page of this letter. An envelope to return your
instructions to us is enclosed. Your instructions should be forwarded to us in
ample time to permit us to submit a tender 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.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares residing in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, the Purchaser
may, in its discretion, take such action as it may deem necessary to make the
Offer in any such jurisdiction and extend the Offer to holders of Shares in such
jurisdiction.
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 is being made on
behalf of the Purchaser by one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ALBA-WALDENSIAN, INC.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase, dated November 12, 1999 (the "Offer to Purchase"), and the related
Letter of Transmittal (which as amended or supplemented from time to time,
together with the Offer to Purchase constitute the "Offer") in connection with
the offer by AWS Acquisition Corp., a Delaware corporation (the "Purchaser"),
and a wholly-owned subsidiary of Tefron U.S. Holdings Corp., a Delaware
corporation and a wholly-owned subsidiary of Tefron Ltd., a corporation
organized under the laws of the State of Israel, to purchase all outstanding
shares of Common Stock, par value $2.50 per share (the "Shares"), of
Alba-Waldensian, Inc., a Delaware corporation, at a purchase price of $18.50 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) which are 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 Tendered:* ______________________________________________
Certificate Nos. (if available): _________________________________________
/ / Check box if shares will be tendered by book-entry transfer to The
Depository Trust Company.
Account Number: __________________________________________________________
Dated: ___________________________________________________________________
SIGN HERE
Signature(s): ____________________________________________________________
Please type or print address(es): ________________________________________
Area Code and Telephone Number: __________________________________________
Taxpayer Identification or Social Security Number(s): ____________________
* Unless otherwise indicated, it will be assumed that you instruct us to tender
all Shares held by us for your account.
