OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
SUMMIT AUTONOMOUS INC.
(FORMERLY KNOWN AS SUMMIT TECHNOLOGY, INC.)
AT
$19.00 NET PER SHARE
BY
ALCON ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
ALCON HOLDINGS INC.
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JUNE 30, 2000, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
June 5, 2000
To Brokers, Dealers, Banks,
Trust Companies and other Nominees:
We have been engaged by Alcon Acquisition Corp., a Massachusetts corporation
(the "Purchaser") and a wholly owned subsidiary of Alcon Holdings Inc., a
Delaware corporation ("Parent"), and Parent to act as Dealer Manager in
connection with the Purchaser's offer to purchase all outstanding shares of
Common Stock, par value $0.01 per share (the "Shares"), of Summit
Autonomous Inc., a Massachusetts corporation (the "Company"), together with the
associated rights (the "Rights") to purchase Series A Preferred Stock, par value
$0.01 per share, issued pursuant to the Rights Agreement dated as of March 28,
2000, between the Company and Fleet National Bank (as amended from time to time,
the "Rights Agreement") at $19.00 per share (the "Offer Price"), net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase dated June 5, 2000
(the "Offer to Purchase"), and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). Unless the context otherwise requires, all references to Shares shall
be deemed to include the associated Rights, and all references to the Rights
include the benefits that may inure to holders of the Rights pursuant to the
Rights Agreements.
Please furnish copies of the enclosed materials to those of your clients for
whom you hold Shares registered in your name or in the name of your nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated June 5, 2000;
2. Letter of Transmittal to be used by stockholders of the Company in
accepting the Offer (facsimile copies of the Letter of Transmittal may be
used to tender the Shares);
3. Letter to Stockholders of the Company from the Chairman of the Board
and Chief Executive Officer of the Company accompanied by the Company's
Solicitation/ Recommendation Statement on Schedule 14D-9;
4. A printed form of letter that may be sent to your clients for whose
account you hold Shares in your name or in the name of a nominee, with space
provided for obtaining such client's instructions with regard to the Offer;
5. Notice of Guaranteed Delivery with respect to Shares;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to ChaseMellon Shareholder Services,
L.L.C., as Depositary.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (A) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN SECTION 1
OF THE OFFER TO PURCHASE) THAT NUMBER OF SHARES THAT WOULD REPRESENT AT LEAST
TWO-THIRDS OF THE FULLY DILUTED SHARES (AS DEFINED IN SECTION 14 OF THE OFFER TO
PURCHASE) ON THE DATE OF PURCHASE (THE "MINIMUM CONDITION") AND (B) 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 OR TO THE
MERGER HAVING EXPIRED OR BEEN TERMINATED.
We urge you to contact your clients promptly. Please note that the Offer and
withdrawal rights will expire at 12:00 midnight, New York City time, on Friday,
June 30, 2000, unless extended.
The Board of Directors of the Company has unanimously approved the Merger
Agreement, the Offer, the Merger and the other transactions contemplated by the
Merger Agreement; has unanimously determined that the terms of the Offer and the
Merger are fair to, and in the best interests of, the stockholders of the
Company; and unanimously recommends that the stockholders of the Company accept
the Offer and tender their Shares pursuant to the Offer.
The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of May 26, 2000 (the "Merger Agreement"), among Parent, the Purchaser and the
Company pursuant to which, following the consummation of the Offer and the
satisfaction or waiver of certain conditions, the Purchaser will be merged with
and into the Company (or, at Parent's option the Company will be merged with and
into the Purchaser), with the surviving entity becoming a wholly owned
subsidiary of Parent (the "Merger"). At the effective time of the Merger, each
outstanding Share (other than Shares owned by Parent, the Purchaser or the
Company or any subsidiary of Parent or the Company or by stockholders, if any,
who are entitled to and properly exercise appraisal rights under Massachusetts
law) will be converted into the right to receive the price per Share paid
pursuant to the Offer in cash, without interest thereon, 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.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by 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 (as defined in
the Offer to Purchase), 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.
2
Neither the Purchaser nor Parent will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager and Information
Agent, as described in the Offer to Purchase) in connection with the
solicitation of tenders of Shares pursuant to the Offer. You will be reimbursed
by the Purchaser upon request for customary mailing and handling expenses
incurred by you in forwarding the enclosed Offering materials to your customers.
Questions and requests for additional copies of the enclosed material may be
directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover of the enclosed
Offer to Purchase.
Very truly yours,
XXXXXXX, XXXXX & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, PARENT, THE DEPOSITARY, THE
INFORMATION AGENT OR THE DEALER MANAGER OR AUTHORIZE YOU OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF
TRANSMITTAL.
3
