OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
COMMON STOCK
OF
OVID TECHNOLOGIES, INC.
AT
$24.59 NET PER SHARE
BY
OTI ACQUISITION CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF
WOLTERS KLUWER U.S. CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, NOVEMBER 2,1998, UNLESS THE OFFER IS EXTENDED.
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October 5, 1998
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated October 5,
1998 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer"), in
connection with the offer by OTI Acquisition Corp., a Delaware corporation (the
"Offeror") and an indirect wholly owned subsidiary of Wolters Kluwer U.S.
Corporation, a Delaware corporation (the "Parent"), to purchase all of the
outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of
Ovid Technologies, Inc., a Delaware corporation (the "Company"), at a purchase
price of $24.59 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 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.
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, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price is $24.59 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer.
2. The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of September 29, 1998 (the "Merger Agreement") by and among the
Parent, the Offeror and the Company.
3. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Monday, November 2, 1998, unless the Offer is extended.
4. The Board of Directors of the Company has unanimously approved the
Merger Agreement, the Offer and the Merger (as defined in the Offer to
Purchase), has unanimously determined that the Offer and the Merger are fair to,
and in the best interests of the Company's stockholders, and recommends that the
Company's stockholders accept the Offer and tender their Shares pursuant to the
Offer.
5. The Offer is being made for all Shares outstanding. The Offer is
conditioned upon, among other things, there being validly tendered by the
Expiration Date (as defined in the Offer to Purchase) and not withdrawn that
number of Shares which, together with the Shares required to be tendered
pursuant to the Option Agreement (as defined below) represent at least that
number of Shares which would constitute a majority of the Shares outstanding on
a fully diluted basis (the "Minimum Condition"). In connection with entering
into the Merger Agreement, the Parent and the Offeror have entered into the
Stock Option and Tender Agreement, dated as of September 29, 1998 (the "Option
Agreement") with the stockholders identified therein (each a "Stockholder" and
collectively, the "Stockholders") beneficially owning an aggregate of 5,121,130
Shares representing approximately 63% of the Shares outstanding, on a fully
diluted basis (the "Stockholders' Shares"). Pursuant to the Option Agreement,
each Stockholder has agreed, among other things, (i) to tender in the Offer all
of the Stockholders' Shares now owned or which may hereafter be acquired by such
Stockholder, (ii) to grant to the Parent or the Offeror, as the Parent shall
designate, the option to purchase the Stockholders' Shares in certain
circumstances, (iii) to appoint Parent as such Stockholders' proxy under certain
circumstances to vote such Stockholders' Shares in connection with the Merger
Agreement, (iv) with respect to certain questions put to stockholders of the
Company for a vote, to vote the Stockholders' Shares, in each case, in
accordance with the terms and conditions of the Option Agreement and (v) to
restrict transfers of Company Options (as defined in the Option Agreement), if
any, held by such Stockholders except as provided in the Option Agreement. SINCE
THE STOCKHOLDERS OWN AN AGGREGATE OF 4,070,630 OUTSTANDING SHARES AND, PURSUANT
TO THE OPTION AGREEMENT ARE REQUIRED TO TENDER (AND NOT WITHDRAW EXCEPT IN
CERTAIN LIMITED CIRCUMSTANCES) ALL OF THE STOCKHOLDERS' SHARES THEN OUTSTANDING
PURSUANT TO THE OFFER, THE MINIMUM CONDITION WILL BE SATISFIED.
6. Except as set forth in Instruction 7 of the Letter of Transmittal,
tendering stockholders will not be obligated to pay stock transfer taxes on the
purchase of Shares by the Offeror 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 to the Letter of Transmittal).
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 (i) certificates for Shares or timely
Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to
such Shares pursuant to the procedures described in Section 3-"Procedure for
Tendering Shares" of the Offer to Purchase and (ii) the appropriate Letter of
Transmittal (or manually signed facsimile thereof) properly completed and duly
executed with all required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase) in connection with a book-entry transfer of
Shares, together with any other documents required by the appropriate Letter of
Transmittal. Accordingly, payment may not be made to all tendering stockholders
at the same time depending upon when certificates representing Shares or
confirmations for book-entry transfer of such Shares into the Depositary's
account are actually received by the Depositary.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope in which 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 in your instructions. 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.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. The Offeror is not aware
of any jurisdiction in which the making of the Offer or the tender of Shares in
connection therewith would not be in compliance with applicable law. If the
Parent or the Offeror becomes aware of any jurisdiction in which the making of
the Offer or the tender of Shares in connection therewith would not be in
compliance with applicable law, the Parent or the Offeror will make a good faith
effort to comply with any such law. If, after such good faith effort, the Parent
or the Offeror cannot comply with any such law, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) the holders of Shares
residing in any such jurisdiction. In any jurisdiction where the securities,
blue sky or other laws require the Offer to be made by licensed brokers or
dealers, the Offer shall be deemed to be made on behalf of the Parent or the
Offeror by the Dealer Manager (as defined in the Offer to Purchase)or 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
OF OVID TECHNOLOGIES, INC.
The undersigned acknowledges receipt of your letter and the enclosed Offer
to Purchase, dated October 5, 1998 and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer") in
connection with the offer by OTI Acquisition Corp., a Delaware corporation and
an indirect wholly owned subsidiary of Wolters Kluwer U.S. Corporation, a
Delaware corporation, to purchase all outstanding shares of Common Stock, par
value $.01 per share (the "Shares"), of Ovid Technologies, Inc., a Delaware
corporation, at a purchase price of $24.59 per Share, net to the seller, in cash
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer.
This will instruct you to instruct your nominee to tender the number of
Shares indicated below (or, if no number is indicated below, all Shares) that
are held 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* SIGN HERE
__________shares of Common Stock -------------------------------------
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Signature(s)
Dated __________, 1998
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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
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* Unless otherwise indicated, it will be assumed that all your Shares held by
us for your account are to be tendered.
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