OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
THE CHERRY CORPORATION
AT
$26.40 NET PER SHARE
BY
CABO ACQUISITION CORP.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, JULY 13, 2000, UNLESS THE OFFER IS EXTENDED.
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To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated June 15,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to an offer by CABO Acquisition Corp., a Delaware corporation
("Purchaser"), to purchase any and all outstanding shares of common stock, par
value $1.00 per share (the "Shares"), of The Cherry Corporation, a Delaware
corporation (the "Company"), not owned by the Cherry Family Members (as defined
below), at a price of $26.40 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. The Offer is being made in connection with the Agreement and
Plan of Merger, dated as of June 5, 2000 (the "Merger Agreement"), between
Purchaser and the Company. Purchaser was formed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and certain
affiliates of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Cherry Family Members"). ▇▇. ▇▇▇▇▇▇ is the
President and Chairman of the Company, and the Cherry Family Members own about
53% of the outstanding Shares. This material is being forwarded to you as the
beneficial owner of Shares carried by us in your account but not registered in
your name.
WE ARE (OR OUR NOMINEE IS) 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 any or all of the Shares held by us for your account pursuant to the
terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $26.40 per Share, net to the seller in cash,
without interest.
2. The Offer is being made for any and all of the outstanding Shares,
other than Shares held by the Cherry Family Members, subject to the
conditions set forth in the Offer to Purchase. The Offer is conditioned
upon, among other things, (i) there being validly tendered and not withdrawn
prior to the expiration of the Offer that number of Shares that represents
more than 67% of the then outstanding Shares (when taken together with
Shares beneficially owned by Purchaser and the Cherry Family Members),
(ii) the absence of a material adverse effect with respect to the Company,
(iii) the Company not breaching or failing to comply in any material respect
with any of its material obligations contained in the Merger Agreement and
(iv) the Company's representations and warranties contained in the Merger
Agreement being true in all material respects. The Offer is also subject to
the other terms and conditions set forth in the Offer to Purchase.
3. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the transfer of Shares pursuant to the
Offer. However, federal income tax backup withholding at a rate of 31% may
be required, unless an exemption is available or unless the required
taxpayer identification information is provided. See "Important Tax
Information" of the Letter of Transmittal.
4. The Board of Directors of the Company (the "Board") by a unanimous
vote of all directors present at a meeting on June 4, 2000, based on, among
other things, the recommendation of a special committee comprised of
independent directors, (i) determined that the Merger (as defined in the
Offer to Purchase) is advisable and that the terms of the Offer and the
Merger, the Merger Agreement and the consummation of the transactions
contemplated thereby are fair to, and in the best interests of, the Company
and its stockholders (other than Purchaser and the Cherry Family Members),
(ii) approved the Offer and the Merger and approved the Merger
Agreement, and (iii) recommended that the stockholders of the Company accept
the Offer and, if required by law, approve the Merger and approve and adopt
the Merger Agreement.
5. 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 ▇▇▇▇▇▇ Trust and Savings Bank (the "Depositary") of
(a) certificates for Shares pursuant to the procedures set forth under "THE
TENDER OFFER--Procedures for Tendering Shares" of the Offer to Purchase or a
timely Book-Entry Confirmation (as defined in the Offer to Purchase) with
respect to such Shares, (b) a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof) with any required
signature guarantees or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry delivery of Shares, and (c) any
other documents required by the Letter of Transmittal. Accordingly,
tendering stockholders may be paid at different times depending upon when
certificates for Shares or Book-Entry Confirmations are actually received by
the Depositary.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JULY 13, 2000, UNLESS THE OFFER IS EXTENDED.
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 below. If you authorize the tender of your
Shares, all such Shares will be tendered unless otherwise indicated in such
instruction form. An envelope to return your instruction to us is enclosed.
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 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 acceptance thereof would not be in compliance with the securities
laws of such jurisdiction. However, Purchaser may, in its discretion, take such
action as it may deem necessary to make the Offer in any 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 will be deemed to be
made on behalf of Purchaser by Banc of America Securities LLC, the Dealer
Manager for the Offer, or one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
THE CHERRY CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated June 15, 2000, and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by CABO Acquisition Corp., a Delaware
corporation ("Purchaser"), to purchase any and all outstanding shares of common
stock, par value $1.00 per share (the "Shares"), of The Cherry Corporation, a
Delaware corporation (the "Company"), at a price of $26.40 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer. The Offer is being made in connection with
the Agreement and Plan of Merger dated as of June 5, 2000, between Purchaser and
the Company. The Purchaser was formed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and certain affiliates
of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Cherry Family Members"). ▇▇. ▇▇▇▇▇▇ is the President
and Chairman of the Company and the Cherry Family Members own about 53% of the
outstanding Shares.
This will instruct you to tender to 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 to be Tendered:*
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Signature
Account Number:
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Print Name
Date:
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Print Address
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Area Code and Telephone
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Taxpayer I.D.
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
