OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE COMMON STOCK)
OF
OEA, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 24, 2000
BY
OEA MERGER CORPORATION
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
AUTOLIV, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, APRIL 24, 2000, UNLESS THE OFFER IS EXTENDED.
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March 24, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated March 24,
2000 (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 OEA Merger Corporation, a Delaware corporation
("Purchaser") and an indirect wholly owned subsidiary of Autoliv, Inc., a
Delaware corporation ("Parent"), to purchase all of the outstanding shares of
common stock, par value $0.10 per share, including the associated rights to
purchase common stock (collectively, the "Shares"), of OEA, Inc., a Delaware
corporation (the "Company"), at a price of $10.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer.
The Offer is being made in connection with the Amended and Restated Agreement
and Plan of Merger, dated as of February 12, 2000 (the "Merger Agreement"),
among Parent, Purchaser and the Company. The Merger Agreement provides, among
other things, that Purchaser will be merged with and into the Company (the
"Merger") following the satisfaction or waiver of each of the conditions to the
Merger set forth in the Merger Agreement.
WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF SHARES FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US OR OUR NOMINEES 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.
We request instructions as to whether you wish to have us tender on your
behalf 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.
Your attention is directed to the following:
1. The tender price is $10.00 per Share, net to the seller in cash, without
interest, upon the terms and conditions set forth in the Offer to
Purchase
2. The Board of Directors of the Company unanimously (i) determined that
the Offer, the Merger and the Merger Agreement are advisable, fair to,
and in the best interests of, the Company's stockholders, (ii) approved
the Merger, the Offer, the Merger Agreement and the other transactions
contemplated by the Merger Agreement and (iii) recommends that the
Company's stockholders accept the Offer and tender their Shares pursuant
thereto and approve and adopt the Merger Agreement.
3. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Monday, April 24, 2000, unless the Offer is extended.
4. The Offer is being made for all of the outstanding Shares. The Offer is
conditioned upon, among other things (i) there being validly tendered and
not properly withdrawn prior to the expiration date of the Offer that
number of Shares which represents more than fifty percent of the total
issued and outstanding Shares on a fully diluted basis (excluding Shares
held by the Company or any of its subsidiaries) and (ii) the expiration
or termination of any and all waiting periods applicable to the
transactions contemplated by the Merger Agreement under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. The
Offer is also subject to other terms and conditions. See Section 15 of
the Offer to Purchase.
5. Stockholders who tender Shares will not be obligated to pay brokerage
fees or commissions to the Information Agent or the Depositary or, except
as set forth in Instruction 6 of the Letter of Transmittal, stock
transfer taxes on the purchase of Shares by Purchaser pursuant to the
Offer.
If you wish to have us tender any or all of your Shares, please complete,
sign and return the instruction form set forth below. 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 instruction form
set forth below. Please forward your instructions to us as soon as possible to
allow us ample time to tender your Shares on your behalf prior to the expiration
of the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements and amendments thereto. Purchaser is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes aware
of any valid state statute prohibiting the making of the Offer or the acceptance
of Shares pursuant thereto, Purchaser will make a good faith effort to comply
with any such state statute or seek to have such statute declared inapplicable
to the Offer. If, after such good faith effort, Purchaser cannot comply with any
such state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the holders of Shares in such state. 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
Purchaser by one or more registered brokers or dealers 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
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE COMMON STOCK)
OF
OEA, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 24, 2000
BY
OEA MERGER CORPORATION
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
AUTOLIV, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated March 24, 2000, ("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 OEA Merger
Corporation, a Delaware corporation ("Purchaser") and an indirect wholly owned
subsidiary of Autoliv, Inc., a Delaware corporation ("Parent") to act as
Information Agent in connection with Purchaser's offer to purchase all of the
outstanding shares of common stock, par value $0.10 per share, including the
associated rights to purchase common stock (collectively, the "Shares"), of
OEA, Inc. (the "Company"), at a price of $10.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer.
This will instruct you to tender to Purchaser the number of Shares indicated
below (or, if no number is indicated below, all Shares) held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Number of Shares to be Tendered:*
Account Number:
Dated: , 2000
SIGN HERE
Signatures(s)
Print Name(s) and Address(es)
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 of your Shares held
by us for your account are to be tendered.
Please return this form to the firm maintaining your account.
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