OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
SIGNAL TECHNOLOGY CORPORATION
AT
$13.25 NET PER SHARE
BY
STC MERGER CO.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
CRANE CO.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MAY 22, 2003, UNLESS THE OFFER IS EXTENDED.
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APRIL 25, 2003
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated April 25,
2003 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer") relating to the offer by STC Merger Co., a Delaware corporation
("Purchaser") and an indirect wholly owned subsidiary of Crane Co., a Delaware
corporation ("Crane"), to purchase all of the outstanding shares of common
stock, par value $0.01 per share (the "Shares"), of Signal Technology
Corporation, a Delaware corporation ("Signal"), including the associated Common
Stock Purchase Rights ("Rights") issued pursuant to the Rights Agreement, dated
January 26, 1999, between Signal and BankBoston, N.A. (the "Rights Agreement"),
at a price of $13.25 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD BY US FOR
YOUR ACCOUNT. A TENDER OF THE SHARES HELD BY US FOR YOUR ACCOUNT CAN BE MADE
ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.
ACCORDINGLY, 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
SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER. YOU SHOULD FORWARD YOUR
INSTRUCTIONS TO US PROMPTLY IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
NOTE THAT WE HAVE FURNISHED THE LETTER OF TRANSMITTAL TO YOU FOR YOUR
INFORMATION ONLY. YOU CANNOT USE THE LETTER OF TRANSMITTAL YOURSELF TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.
Your attention is directed to the following:
1. The tender price is $13.25 per Share, net to the seller in cash,
without interest thereon.
2. The Offer and withdrawal rights expire at 12:00 midnight, New York City
time, on Thursday, May 22, 2003, unless the Offer is extended by Purchaser.
3. The Offer is being made for all of the outstanding Shares.
4. The Offer is conditioned upon, among other things, (i) there having
been validly tendered pursuant to the Offer, and not withdrawn prior to the
expiration of the Offer, a number of Shares that, when added to the Shares, if
any, previously acquired by Purchaser or Crane or any of their respective
affiliates, represents at least a majority of the then total issued and
outstanding Shares (assuming, for this purpose, the exercise of all options to
purchase Shares which have a per Share exercise price of less than $13.25) and
(ii) any applicable waiting period (and any extension thereof) under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, having
expired or been terminated prior to the expiration of the Offer.
5. Any stock transfer taxes with respect to the transfer and sale of
Shares to Purchaser will be borne by Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
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 and returning to us the
instruction form contained in this letter. If you authorize the tender of your
Shares, all such Shares will be tendered unless otherwise indicated in such
instruction form. An envelope in which to return your instructions to us is
enclosed. PLEASE FORWARD YOUR INSTRUCTIONS TO US AS SOON AS POSSIBLE TO ALLOW
US AMPLE TIME TO TENDER SHARES ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
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 or
acceptance of the Offer would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities or blue sky laws require
the Offer to be made by a licensed broker or dealer, the Offer will be deemed
made on behalf of 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 OF THE OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
SIGNAL TECHNOLOGY CORPORATION
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase, dated April 25, 2003 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer") relating to the offer by STC
Merger Co., a Delaware corporation and an indirect wholly owned subsidiary of
Crane Co., a Delaware corporation, to purchase for $13.25 net to the seller in
cash, without interest thereon, all of the outstanding shares of common stock,
par value $0.01 per share (the "Shares"), of Signal Technology Corporation, a
Delaware corporation ("Signal"), including the associated Common Stock Purchase
Rights issued pursuant to the Rights Agreement, dated January 26, 1999, between
Signal and BankBoston, N.A.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) held by you for the account of the
undersigned, on the terms and subject to the conditions set forth in the Offer.
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Number of Shares to be Tendered:* ___________________________________________
Account Number:______________________________________________________________
Dated: ______________________ , 2003
SIGN HERE
______________________________________________________________________________
SIGNATURE(S)
______________________________________________________________________________
PRINT NAME(S)
______________________________________________________________________________
ADDRESS(ES)
______________________________________________________________________________
AREA CODE AND TELEPHONE NUMBER
______________________________________________________________________________
TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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