OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
of
DIGITAL LINK CORPORATION
at
$10.30 NET PER SHARE
by
DLZ CORP.
----------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON OCTOBER 15, 1999, UNLESS THE OFFER IS EXTENDED.
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September 10, 1999
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
MacKenzie Partners, Inc. is acting as Information Agent to DLZ Corp., a
California corporation ("Purchaser"), in connection with Purchaser's offer to
purchase any and all outstanding shares of Common Stock, no par value per share
(the "Shares"), of Digital Link Corporation, a California corporation (the
"Company"), at a purchase price of $10.30 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, dated September 10, 1999 (the "Offer to Purchase"),
and in the related Letter of Transmittal (which, as amended and supplemented
from time to time, together constitute the "Offer") enclosed herewith. All
capitalized terms used but not defined herein shall have the meaning ascribed to
them in the Offer to Purchase.
The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of September 3, 1999 (the "Merger Agreement"), between Purchaser and the
Company. Under the terms of the Merger Agreement, if the Minimum Condition is
satisfied, following the purchase of Shares pursuant to the Offer and the
satisfaction of other conditions set forth in the Merger Agreement and in
accordance with the relevant provisions of the California General Corporation
Law, Purchaser will be merged with and into the Company, with the Company
surviving the Merger.
The Board acting on the unanimous recommendation of a special committee of
independent directors not affiliated with the Purchaser has approved and adopted
the Merger Agreement and the transactions contemplated thereby including the
Offer and the Merger, has determined that the Merger Agreement and the
transactions contemplated thereby including the Offer and the Merger are fair
and in the best interests of the Company and the shareholders of the Company,
and recommends acceptance of the offer by the shareholders of the Company.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares in your name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated September 10, 1999.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
(with manual signatures) may be used to tender Shares.
3. A letter to shareholders of the Company from Xxxxxxx X. Xxxxxxxxx,
Chairman of Special Committee of the Board of Directors of the Company,
together with a Solicitation/Recommendation Statement on Schedule 14D-9
filed with the Securities and Exchange Commission by the Company and mailed
to the shareholders of the Company, each recommending that the Company's
shareholders accept the Offer and tender their Shares.
4. The Notice of Guaranteed Delivery to be used to tender Shares
pursuant to the Offer if none of the procedures for tendering Shares set
forth in the Offer to Purchase can be completed on a timely basis.
5. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to Xxxxxx Trust Company of New York, as
Depositary (the "Depositary").
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 15, 1999, UNLESS THE OFFER IS
EXTENDED.
------------------------
Please note the following:
1. The tender price is $10.30 per Share, net to the seller in cash,
without interest thereon.
2. The Offer is being made for any and all of the outstanding Shares.
3. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on October 15, 1999, unless the Offer is extended.
4. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE HAVING
BEEN VALIDLY TENDERED, AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF
THE OFFER A NUMBER OF SHARES WHICH, TOGETHER WITH THE 4,034,687 SHARES
BENEFICIALLY OWNED BY PURCHASER AND THE GUPTA INVESTORS (AS DEFINED IN THE
OFFER TO PURCHASE) ON THE DATE OF PURCHASE, WOULD CONSTITUTE NOT LESS THAN
90% OF THE OUTSTANDING SHARES ON THE DATE OF PURCHASE (THE "MINIMUM
CONDITION"), AND (II) THE SATISFACTION OF CERTAIN OTHER TERMS AND CONDITIONS
SET FORTH IN THE OFFER TO PURCHASE.
5. The Offer is being made pursuant to the Agreement and Plan of Merger
dated as of September 3, 1999 (the "Merger Agreement"), between Purchaser
and the Company. Under the terms of the Merger Agreement, if the Minimum
Condition is satisfied, following the purchase of Shares pursuant to the
Offer and the satisfaction of other conditions set forth in the Merger
Agreement and in accordance with the relevant provisions of the California
General Corporation Law, Purchaser will be merged with and into the Company,
with the Company surviving the Merger.
6. The Board acting on the unanimous recommendation of a special
committee of independent directors not affiliated with the Purchaser has
approved and adopted the Merger Agreement and the transactions contemplated
thereby including the Offer and the Merger, has determined that the Merger
Agreement and the transactions contemplated thereby including the Offer and
the Merger are fair and in the best interests of the Company and the
shareholders of the Company, and recommends acceptance of the offer by the
shareholders of the Company.
7. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in the Letter of Transmittal, stock
transfer taxes on the transfer of Shares pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment and pay for all Shares validly
tendered and not properly withdrawn on or prior to the Expiration Date (as
defined in the Offer to Purchase). In order to take advantage of the Offer, (i)
a duly executed and properly completed Letter of Transmittal (or a manually
signed facsimile thereof) and any required signature guarantees or, in the case
of a book-entry transfer, an Agent's Message, and any other required
documents should be sent to the Depositary and (ii) certificates representing
the tendered Shares (the "Share Certificates") or a timely Book-Entry
Confirmation should be delivered to the Depositary in accordance with the
instructions set forth in the Offer to Purchase and the Letter of Transmittal.
Holders of Shares whose Share Certificates are not immediately available or
who cannot deliver their Share Certificates and all other required documents to
the Depositary or complete the procedures for book-entry transfer prior to the
Expiration Date must tender their Shares according to the guaranteed delivery
procedures set forth under the heading "The Tender Offer--Section 3. Procedure
for Tendering Shares" of the Offer to Purchase.
None of Purchaser, nor any officer, director, shareholder, agent or other
representative of Purchaser will pay any fees or commissions to any broker,
dealer or other person (other than the Depositary and the Information Agent as
described in the Offer to Purchase) for soliciting tenders of Shares pursuant to
the Offer. Purchaser will, however, upon request, reimburse you for customary
mailing and handling expenses incurred by you in forwarding any of the enclosed
materials to your clients. Purchaser will pay or cause to be paid any stock
transfer taxes payable on the transfer of Shares to it, except as otherwise
provided in Instruction 6 to the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
MacKenzie Partners, Inc. (the "Information Agent"), 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
Requests for copies of the enclosed materials may be directed to the
Information Agent at the above address and telephone number.
Very truly yours,
MacKenzie Partners, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF PARENT, PURCHASER, THE DEPOSITARY, THE
INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
