OFFER TO PURCHASE FOR CASH
UP TO
14,392,003 OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
IMCLONE SYSTEMS INCORPORATED
AT
$70.00 NET PER SHARE
BY
XXXXXXX-XXXXX SQUIBB BIOLOGICS COMPANY,
A WHOLLY OWNED SUBSIDIARY OF
XXXXXXX-XXXXX SQUIBB COMPANY
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 26, 2001, UNLESS THE OFFER IS
EXTENDED.
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September 28, 2001
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated September 28,
2001 (the "OFFER TO PURCHASE"), and the related Letter of Transmittal (which,
together with amendments or supplements thereto, collectively constitute the
"OFFER") relating to the Offer by Xxxxxxx-Xxxxx Squibb Biologics Company, a
Delaware corporation (the "PURCHASER") and a wholly owned subsidiary of
Xxxxxxx-Xxxxx Squibb Company, a Delaware corporation ("PARENT"), to purchase up
to 14,392,003 shares of common stock, par value $.001 per share ("SHARES") of
ImClone Systems Incorporated, a Delaware corporation, at $70.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer. This Offer is being made pursuant to the Acquisition Agreement, dated
September 19, 2001, among Parent, the Purchaser and the Company (the
"ACQUISITION AGREEMENT").
We (or our nominees) 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 to tender Shares held by us for
your account.
We request instructions as to whether you wish to tender 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 offer price is $70.00 per Share net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions of
the Offer.
2. The Offer is being made for 14,392,003 Shares. If more than
14,392,003 shares are tendered and not withdrawn prior to the expiration of
the Offer, than tendered Shares will be accepted for payment on a pro rata
basis, as described in the Offer to Purchase.
3. By a unanimous vote of those directors present and voting, the Board
of Directors of the Company has approved the Acquisition Agreement and the
transactions contemplated thereby. Accordingly, the Board of Directors of
the Company recommends that stockholders of the Company tender their Shares
in the Offer.
4. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 26, 2001 (THE "EXPIRATION DATE"),
UNLESS THE OFFER IS EXTENDED BY THE PURCHASER, IN WHICH EVENT THE TERM
"EXPIRATION DATE" SHALL MEAN THE LATEST TIME AT WHICH THE OFFER, AS SO
EXTENDED BY THE PURCHASER, WILL EXPIRE.
5. The Offer is conditioned upon (a) any waiting period under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, applicable
to the purchase of Shares pursuant to the Offer having expired or been
terminated and (b) the other conditions to the Purchaser's obligations to
purchase shares in the Offer set forth in the Acquisition Agreement having
been satisfied or waived.
6. Any stock transfer taxes applicable to a sale of Shares to the
Purchaser will be borne by the Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
7. Tendering stockholders will not be obligated to pay brokerage fees
or commissions to Xxxxxx Brothers Inc., the dealer manager, 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 up to 31% may be
required, unless an exemption is provided or unless the required taxpayer
identification information is provided. See Instruction 9 of the Letter of
Transmittal.
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the Expiration Date.
If you wish to have us tender any of or all the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form on the detachable part hereof. 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 detachable
part hereof. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
Payment for Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by EquiServe Trust Company, N.A. (the
"Depositary") of (a) certificates for (or a timely Book-Entry Confirmation) (as
defined in the Offer to Purchase) with respect to such Shares, (b) a Letter of
Transmittal, properly completed and duly executed, with any required signature
guarantees, or, in the case of a book-entry transfer effected pursuant to the
procedures set forth in Section 2 of the Offer to Purchase, an Agent's Message
(as defined in Section 2 of the Offer to Purchase), 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 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.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of 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 Xxxxxx Brothers Inc., the dealer manager for
the Offer, or one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
FOR CASH UP TO 14,392,003 OUTSTANDING SHARES OF COMMON STOCK
OF IMCLONE SYSTEMS INCORPORATED
The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase
of Xxxxxxx-Xxxxx Squibb Biologics Company, dated September 28, 2001 (the "OFFER
TO PURCHASE"), and the related Letter of Transmittal relating to shares of
common stock, par value $.001 per share (the "SHARES"), of ImClone Systems
Incorporated, a Delaware corporation.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, on the terms and subject to the
conditions set forth in the Offer to Purchase and related Letter of Transmittal.
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Number of Shares to be Tendered(1): _________________ Shares
SIGN HERE
____________________________________________________________________________
SIGNATURE(S)
__________________________________________________________________________
PLEASE TYPE OR PRINT NAME(S)
__________________________________________________________________________
__________________________________________________________________________
PLEASE TYPE OR PRINT ADDRESS(ES)
__________________________________________________________________________
AREA CODE AND TELEPHONE NUMBER
__________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.
DATED: ____, 2001
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(1) Unless otherwise indicated, it will be assumed that all your Shares are
to be tendered.
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