OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
INCONTROL, INC.
AT
$6 NET PER SHARE
BY
PEGASUS ACQUISITIONS CORP.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
GUIDANT CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 14, 1998, UNLESS THE OFFER IS
EXTENDED.
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August 17, 1998
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated August 17,
1998 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") relating to the offer by Pegasus Acquisitions
Corp., a Delaware corporation ("Purchaser") and an indirect wholly-owned
subsidiary of Guidant Corporation, an Indiana corporation ("Parent"), to
purchase all of the outstanding shares of common stock, $.01 par value (the
"Shares"), of InControl, Inc., a Delaware corporation (the "Company"), at a
purchase price of $6 per Share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer. Holders
of Shares whose certificates for such Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
depositary (the "Depositary") or complete the procedures for book-entry
transfer prior to the Expiration Date (as defined in the Offer to Purchase)
must tender their Shares according to the guaranteed delivery procedures set
forth in Section 3 of the Offer to Purchase.
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 instruction as to whether you wish to have us
tender, on your behalf, any or all 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 $6.00 per Share, net to the seller in cash,
without interest.
2. The Offer is subject to there being validly tendered and not properly
withdrawn prior to the Expiration Date a majority of the outstanding Shares
(on a fully diluted basis) and certain other conditions. See the
Introduction and Sections 1, 14 and 15 of the Offer to Purchase.
3. The Offer is being made for all of the outstanding Shares.
4. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter
of Transmittal, transfer taxes on the purchase of Shares by Purchaser
pursuant to the Offer. However, backup federal income tax withholding at a
rate of 31% may be
required, unless an exemption applies or unless the required taxpayer
identification information is provided. See Instruction 10 of the Letter of
Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Monday, September 14, 1998, unless the Offer is
extended.
6. The board of directors of the Company has unanimously determined that
the Offer and the Merger (as defined in the Offer to Purchase) are fair to,
advisable and in the best interests of, the Company and its stockholders;
has approved the Merger Agreement (as defined in the Offer to Purchase),
the Shareholder Agreement (as defined in the Offer to Purchase) and the
transactions contemplated by the Merger Agreement and the Shareholder
Agreement, including the Offer and the Merger; and recommends that the
Company's stockholders accept the Offer and tender all of their Shares
pursuant thereto.
7. 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 the Depositary of (a) certificates for (or a timely
Book-Entry Confirmation (as defined in Section 3 to the Offer to Purchase)
with respect to) such Shares, (b) the Letter of Transmittal (or a manually
signed facsimile thereof), properly completed and duly executed with any
required signature guarantees or an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry transfer, and (c) any
other documents required by the Letter of Transmittal. Accordingly, payment
to all tendering stockholders may not be made at the same time depending
upon when certificates for Shares or Book-Entry Confirmation with respect
to Shares are actually received by the Depositary.
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
specified below. An envelope to return your instructions to us is enclosed
herewith. Your instructions should be forwarded to us in ample time to permit
us to submit a tender 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 the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, Purchaser
may, in its discretion, take such action as it may deem necessary to make 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 the Purchaser by 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
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
INCONTROL, INC.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to
Purchase, dated August 17, 1998, and the related Letter of Transmittal (which
together constitute the "Offer") in connection with the offer by Pegasus
Acquisitions Corp., a Delaware corporation ("Purchaser") and an indirect
wholly-owned subsidiary of Guidant Corporation, to purchase all outstanding
shares of common stock, par value $.01 per share ("Shares"), of InControl,
Inc., a Delaware corporation.
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.
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Number of Shares to be Tendered*: ___________________________________________
Date: _______________________________________________________________________
_____________________________________________________________________________
SIGN HERE
Signature(s): _______________________________________________________________
(Print Name(s)): ____________________________________________________________
(Print Address(es)): ________________________________________________________
Account Number: _____________________________________________________________
(Area Code and Telephone Number(s)): ________________________________________
(Taxpayer Identification or Social Security Number(s): ______________________
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
THIS FORM MUST BE RETURNED TO THE BROKERAGE
FIRM MAINTAINING YOUR ACCOUNT
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