OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ZING TECHNOLOGIES, INC.
AT
$15.36 NET PER SHARE
BY
IRC ACQUISITION CORPORATION
A DIRECT WHOLLY-OWNED SUBSIDIARY OF
INTERNATIONAL RECTIFIER CORPORATION
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MARCH 6, 2000, UNLESS THE OFFER IS EXTENDED.
February 7, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by IRC Acquisition Corporation (the "Purchaser"), a New
York corporation and a direct wholly-owned subsidiary of International Rectifier
Corporation, a Delaware corporation ("Parent"), to act as Information Agent in
connection with the Purchaser's offer to purchase for cash all of the
outstanding shares of common stock, par value $0.01 per share, of Zing
Technologies, Inc., a New York corporation (the "Company"), (the "Shares") at a
purchase price of $15.36 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 (which, together with any
supplements or amendments, collectively constitute the "Offer") enclosed
herewith. Holders of Shares whose certificates evidencing such Shares are not
immediately available or who cannot deliver their Share certificates and all
other required documents to ChaseMellon Shareholder Services, L.L.C. (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.
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.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A
NUMBER OF SHARES WHICH CONSTITUTES AT LEAST TWO-THIRDS OF THE TOTAL NUMBER OF
OUTSTANDING SHARES OF THE COMPANY ON A FULLY-DILUTED BASIS (THE "MINIMUM
CONDITION"). THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS. SEE THE
INTRODUCTION AND SECTION 14 OF THE OFFER TO PURCHASE.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated February 7, 2000.
2. The BLUE Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of a signed Letter of Transmittal
may be used to tender Shares.
3. The GREY Notice of Guaranteed Delivery for Shares to be used to accept
the Offer if Share certificates are not immediately available, if such
certificates and all other required documents cannot be delivered to the
Depositary by the Expiration Date, or if the procedure for book-entry transfer
cannot be completed by the Expiration Date.
4. A YELLOW 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 your clients' instructions with
regard to the Offer.
5. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 providing information relating to backup federal income tax
withholding.
6. A return envelope addressed to 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 MONDAY, MARCH 6, 2000, UNLESS THE OFFER
IS EXTENDED.
The Board of Directors of the Company has unanimously approved the Offer,
the Merger, the Merger Agreement, the Stock Option Agreement (each as defined in
the Offer to Purchase), and the purchase of Shares contemplated by the Offer and
the Stock Option Agreement, and determined that the terms of the Offer and the
Merger are fair to, and in the best interests of, the Company's shareholders,
and has recommended acceptance of the Offer and approval and adoption of the
Merger Agreement by the Company's shareholders (if such approval is required by
applicable law). Accordingly, the Board of Directors of the Company unanimously
recommends that the Company's shareholders accept the Offer and tender their
Shares of common stock 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), the Purchaser will be deemed to have accepted for payment, and will
pay for, all Shares validly tendered and not properly withdrawn prior to the
Expiration Date when, as and if the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance of such Shares for payment pursuant
to the Offer. Payment for Shares purchased pursuant to the Offer will be made
only after timely receipt by the Depositary of certificates for such Shares (or
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as described in the Offer to
Purchase)), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) (unless, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase) is utilized) and any other
documents required by the Letter of Transmittal.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal 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 any other required documents should be sent
to the Depositary, and (ii) Share certificates representing the tendered Shares
should be delivered to the Depositary, or such Shares should be tendered by
book-entry transfer into the Depositary's account maintained at the Book-Entry
Transfer Facility (as described in the Offer to Purchase), all in accordance
with the instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share certificates or other required documents on or prior to the
Expiration Date or to comply with the book-entry transfer procedures on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
specified in Section 3 of the Offer to Purchase.
The Purchaser will not pay any commissions or fees to any broker, dealer or
other person (other than the Depositary and the Information Agent as described
in the Offer to Purchase) in connection with the solicitation of tenders of
Shares pursuant to the Offer. The Purchaser will, however, upon request,
reimburse brokers, dealers, commercial banks and trust companies for reasonable
and necessary clerical and mailing expenses incurred by you in forwarding any of
the enclosed materials to your clients. The 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 of the Letter of Transmittal.
2
Any inquiries you may have with respect to the Offer should be addressed to
us at our address and telephone numbers set forth on the back cover of the Offer
to Purchase.
VERY TRULY YOURS,
XXXXXX & CO., INC.
AS INFORMATION AGENT
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, PARENT, THE COMPANY, THE
DEPOSITARY OR 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.
3
