OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
VERTEX COMMUNICATIONS CORPORATION
AT
$22.00 PER SHARE
BY
SIGNAL ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
TRIPOINT GLOBAL COMMUNICATIONS INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, DECEMBER 16, 1999, UNLESS THE OFFER IS EXTENDED.
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November 18, 1999
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated November 18,
1999 (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 Signal Acquisition Corporation, a Texas
corporation (the "Purchaser") and a wholly owned subsidiary of TriPoint Global
Communications Inc., a Delaware corporation ("Parent"), to purchase all
outstanding shares of Common Stock, par value $.10 per share (the "Shares"), of
Vertex Communications Corporation, a Texas corporation (the "Company"), upon the
terms and subject to the conditions set forth in the Offer. Also enclosed is the
Letter to Shareholders of the Company from the Chairman of the Board of the
Company accompanied by the Company's Solicitation/Recommendation Statement on
Schedule 14D-9.
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 of or all 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 $22.00 per Share net to the seller in cash,
without interest thereon, upon the term and subject to the conditions of the
Offer.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously approved the
Offer and the Merger (as defined below) 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 unanimously recommends that shareholders of the
Company accept the Offer and tender their Shares.
4. The Offer is being made pursuant to the Agreement and Plan of Merger
dated as of November 11, 1999 (the "Merger Agreement") among Parent, the
Purchaser and the Company pursuant to which, as soon as practicable
following the consummation of the Offer and the satisfaction or waiver of
certain conditions, the Purchaser will be merged with and into the Company
with the Company surviving the merger as a wholly owned subsidiary of Parent
(the "Merger"). At the effective time of the Merger, each outstanding Share
(other than Shares held by shareholders who perfect their dissent rights
under Texas law, Shares owned by the Company as treasury stock and Shares
owned by Parent or any direct or indirect wholly owned subsidiary of Parent)
will be converted into the right to receive $22.00 in cash, without
interest, as set forth in the Merger Agreement and described in the Offer to
Purchase. The Merger Agreement provides that the Purchaser may assign any or
all of its rights and obligations (including the right to purchase Shares in
the Offer) to Parent or
any wholly owned subsidiary of Parent, but no such assignment shall relieve
the Purchaser of its obligations under the Merger Agreement.
5. THE OFFER AND WITHDRAWAL RIGHT EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, DECEMBER 16, 1999 (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.
6. The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the Expiration Date such number
of Shares that would constitute at least a majority of all outstanding
Shares on a fully diluted basis, (2) 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, (3) the period of time for any applicable review process by the
Committee on Foreign Investment in the United States ("CFIUS") under
Section 721(a) of the Defense Production Act of 1950, as amended, having
expired and CFIUS not having taken any action or made any recommendation to
the President of the United States to block or prevent the Offer or the
Merger and (4) receiving certain other regulatory and antitrust clearances.
7. 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.
8. Tendering Shareholders will not be obligated to pay brokerage fees or
commissions to the Dealer Manager, the Depositary or the Information Agent
or, except as set forth in Instruction 6 of the Letter of Transmittal,
transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer.
However, federal income tax backup withholding at a rate of 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 First Union National Bank (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 (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or, in the case of a book-entry transfer
effected pursuant to the procedure set forth in Section 2 of the Offer to
Purchase, an Agent's Message, and (c) any other documents required by the Letter
of Transmittal. Accordingly, tendering shareholders 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. To the extent the Purchaser or Parent becomes aware of any state
law that would limit the class of Offerees in the Offer, the Purchaser reserves
the right to amend the Offer and, depending on the timing of such amendment, if
any, will extend the Offer to provide adequate dissemination of such information
to holders of Shares prior to the expiration of the Offer. 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
First Union Securities, 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 ALL OUTSTANDING SHARES OF COMMON STOCK
OF VERTEX COMMUNICATIONS CORPORATION
The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase
of Signal Acquisition Corporation dated November 18, 1999 (the "Offer to
Purchase"), and the related Letter of Transmittal relating to shares of Common
Stock, par value $.10 per share (the "Shares"), of Vertex Communications
Corporation, a Texas 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:(*)
Shares
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SIGN HERE
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Signature(s)
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Please Type or Print Name(s)
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Please Type or Print Address(es)
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Area Code and Telephone Number
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Taxpayer Identification or Social
Security Number
Dated: , 1999
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* Unless otherwise indicated, it will be assumed that all your Shares are to
be tendered.
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