Offer to Purchase for Cash
1,959,886 Shares of Common Stock
of
The Xxxxxx Biomechanics Group, Inc.
at
$1.525 Net Per Share
by
OrthoStrategies Acquisition Corp.
a wholly owned subsidiary of
OrthoStrategies, Inc.
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, FEBRUARY 8, 2001 UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
January 10, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
OrthoStrategies Acquisition Corp., a New York Corporation ("Purchaser"),
and wholly owned subsidiary of OrthoStrategies, Inc., is offering to purchase
1,959,886 shares of common stock, par value $.02 per share (the "Shares"), of
The Xxxxxx Biomechanics Group, Inc., a New York corporation ("Xxxxxx"), at
$1.525 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated January 10, 2001, and in the
related Letter of Transmittal (which, as they may be amended or supplemented
from time to time, together constitute the "Offer") copies of which are enclosed
herewith. Please furnish copies of the enclosed materials to those of your
clients for whose accounts you hold Shares registered 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 January 10, 2001.
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 may be used to tender Shares.
3. A Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission by Xxxxxx.
4. The Notice of Guaranteed Delivery for Shares to be used to accept
the Offer if the procedures for tendering Shares set forth in the Offer to
Purchase cannot be completed prior to the Expiration Date (as defined in
the Offer to Purchase).
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 the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
THURSDAY, FEBRUARY 8, 2001, UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $1.525 per Share, net to the seller in cash,
without interest thereon, as set forth in the Introduction to the Offer to
Purchase.
2. The Offer is conditioned upon, among other things, (i) there
being validly tendered and not properly withdrawn prior to the Expiration
Date (as defined in the Offer to Purchase) at least 1,332,722 Shares, and
(ii) certain other conditions. See the Introduction and Sections 1--
"Terms of the Offer" and 13-- "Certain Conditions of the Offer" of the
Offer to Purchase.
3. The Offer is being made for all Shares validly tendered and not
withdrawn up to a maximum of 1,959,886 Shares.
4. Tendering holders of Shares ("Holders") whose Shares are
registered in their own name and who tender directly to the Registrar and
Transfer Company, as depositary (the "Depositary"), will not be obligated
to pay brokerage fees or commissions or, except as set forth in
Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase
of Shares by the Purchaser 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 tax identification
information is provided. See Instruction 9 of the Letter of Transmittal.
5. The Offer and the withdrawal rights will expire at 12:00
midnight, New York City time, on Thursday, February 8, 2001, unless the
Offer is extended.
6. At a meeting held on December 19, 2000, the board of directors of
Xxxxxx unanimously determined that the terms of the Offer are fair to, and
in the best interests of, the shareholders of Xxxxxx, and approved the
Tender Offer Agreement and certain other agreements described in the Offer
to Purchase. The board of directors of Xxxxxx recommends that Xxxxxx'x
shareholders accept the Offer and tender their Shares in the Offer.
7. Notwithstanding any other provision of the Offer, payment for
Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) certificates evidencing such
Shares (the "Certificates") or, if such Shares are held in book-entry
form, timely confirmation of a Book-Entry Transfer (a "Book-Entry
Confirmation") of such Shares into the account of the Depositary, at The
Depository Trust Company, (ii) a properly completed and duly executed
Letter of Transmittal or a copy thereof with any required signature
guarantees (or, in the case of a Book-Entry Transfer, an Agent's Message
(as defined in the Offer to Purchase) in lieu of the Letter of
Transmittal) and (iii) any other documents required by the Letter of
Transmittal. Accordingly, tendering Holders may be paid at different times
depending upon when Certificates for Shares or Book-Entry Confirmations
with respect to Shares are actually received by the Depositary. Under no
circumstances will interest be paid on the purchase price of the Shares to
be paid by the Purchaser, regardless of any extension of the Offer or any
delay in making such payment.
In order to take advantage of the Offer, Certificates, as well as a Letter
of Transmittal (or copy thereof), properly completed and duly executed with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message in lieu of the Letter of Transmittal), and all other documents
required by the Letter
of Transmittal must be received by the Depositary, all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
Any Holder who desires to tender Shares and whose Certificate(s)
evidencing such Shares are not immediately available, or who cannot comply with
the procedures for Book-Entry Transfer described in the Offer to Purchase on a
timely basis, may tender such Shares by following the procedures for guaranteed
delivery set forth in Section 3 -- "Procedures for Tendering Shares" of the
Offer to Purchase.
The Purchaser will not pay any fees or commissions to any broker, dealer
or other person for soliciting tenders of Shares pursuant to the Offer (other
than the Depositary and the Information Agent as described in the Offer to
Purchase). The 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. The Purchaser will pay or cause to be paid
any transfer taxes with respect to the transfer and sale of purchased Shares to
it or its order pursuant to the Offer, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to MacKenzie Partners, Inc., the Information Agent for the Offer, at (800)
322-2885.
Requests for copies of the enclosed materials may also be directed to the
Information Agent at the above address and telephone numbers.
Very truly yours,
OrthoStrategies Acquisition Corp.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, XXXXXX, THE DEPOSITARY, THE
INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, 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.
