OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
XXXXXXXXXX INDUSTRIES, INC.
AT
$5.50 NET PER SHARE
BY
T MERGER SUB (OR), INC.,
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
TYCO INTERNATIONAL LTD.
---------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, NOVEMBER 30, 1999, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
November 1, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been appointed by T Merger Sub (OR), Inc., an Oregon corporation
("Purchaser") and a wholly owned subsidiary of Sigma Circuits, Inc., a Delaware
corporation ("Sigma") and an indirect wholly-owned subsidiary of Tyco
International Ltd., a Bermuda company ("Tyco"), to act as Information Agent in
connection with Purchaser's offer to purchase all of the outstanding shares of
common stock (the "Shares"), of Xxxxxxxxxx Industries, Inc., an Oregon
corporation (the "Company"), at a price of $5.50 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 1, 1999 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer"), copies of which
are enclosed herewith. Tyco fully and unconditionally guarantees the Offer. The
Offer is being made in connection with the Agreement and Plan of Merger, dated
as of October 26, 1999, among Sigma, Purchaser and the Company and the related
guarantee of Tyco.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
THE OFFER IS BEING MADE FOR ALL OF THE OUTSTANDING SHARES. THE OFFER IS
CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT
WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST THAT NUMBER OF SHARES
WHICH WOULD CONSTITUTE 51% OF THE OUTSTANDING SHARES ON A DILUTED BASIS. THE
MAJORITY SHAREHOLDER OF THE COMPANY WHO OWNS 8,119,375 SHARES (CONSTITUTING
APPROXIMATELY 53.0% OF THE OUTSTANDING SHARES ON A DILUTED BASIS) HAS AGREED TO
TENDER THESE SHARES IN THE OFFER. IF THE MAJORITY SHAREHOLDER IS UNABLE TO
TENDER 2,656,500 OF THESE SHARES (THE "PLEDGED SHARES") IN THE OFFER
(CONSTITUTING APPROXIMATELY 17.4% OF THE OUTSTANDING SHARES ON A DILUTED BASIS)
BECAUSE THE PLEDGED SHARES ARE NOT RELEASED FROM CERTAIN PLEDGE ARRANGEMENTS
BEFORE THE CONSUMMATION OF THE OFFER, THE MAJORITY SHAREHOLDER HAS AGREED TO
SELL TO PURCHASER THE PLEDGED SHARES FOLLOWING CONSUMMATION OF THE OFFER UPON
THE RELEASE OF THE PLEDGED SHARES FROM THE PLEDGE ARRANGEMENTS TO WHICH THEY ARE
SUBJECT.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. The Offer to Purchase.
2. The Letter of Transmittal to be used by shareholders of the Company
in accepting the Offer. Facsimile copies of the Letter of Transmittal (with
manual signatures) may be used to tender Shares.
3. A letter to shareholders of the Company from Xxxxxx X. Xxxxxxxxxx,
Chairman of the Board and Chief Executive Officer of the Company, together
with a Solicitation/Recommendation Statement on Schedule 14D-9 filed by the
Company with the Securities and Exchange Commission and mailed to the
shareholders of the Company.
4. A printed form of letter which may be sent to your clients for whose
account you hold Shares in your name or in the name of your nominee with
space provided for obtaining such clients' instructions with regard to the
Offer.
5. The Notice of Guaranteed Delivery to be used to accept the Offer if
certificates representing Shares are not immediately available or if time
will not permit all required documents to reach the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) or if the
procedures for book-entry transfer cannot be completed on a timely basis.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to ChaseMellon Shareholder Services,
L.L.C., as Depositary.
Your attention is directed to the following:
1. The tender price is $5.50 per Common Share, net to the seller in
cash.
2. THE BOARD OF DIRECTORS OF THE COMPANY HAS DETERMINED THAT THE OFFER
AND THE MERGER (AS DEFINED IN THE OFFER TO PURCHASE) ARE FAIR TO, AND IN THE
BEST INTERESTS OF, THE COMPANY AND ITS SHAREHOLDERS, HAS APPROVED THE MERGER
AGREEMENT, THE OFFER AND THE MERGER, AND RECOMMENDS THAT THE HOLDERS OF
SHARES ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
3. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Tuesday, November 30, 1999, 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, there being validly tendered and
not withdrawn prior to the expiration of the offer at least that number of
Shares which would constitute 51% of the outstanding Shares on a diluted
basis. The majority shareholder of the Company who owns 8,119,375 Shares
(constituting approximately 53.0% of the outstanding Shares on a diluted
basis) has agreed to tender these Shares in the Offer. If the majority
shareholder is unable to tender 2,656,500 of these Shares (the "Pledged
Shares") in the Offer (constituting approximately 17.4% of the outstanding
Shares on a diluted basis) because the Pledged Shares are not released from
certain pledge arrangements before the consummation of the Offer, the
majority shareholder has agreed to sell to Purchaser the Pledged Shares
following consummation of the Offer upon the release of the Pledged Shares
from the pledge arrangements to which they are subject.
5. Shareholders who tender Shares will not be obligated to pay brokerage
fees, commissions 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.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment and pay for all Shares which are
validly tendered on or prior to the Expiration Date and not theretofore
withdrawn pursuant to the Offer to Purchase. In all cases, payment for Shares
accepted for
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payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates representing such Shares (or a timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at The Depository Trust Company, pursuant to the procedures described in
Section 2 of the Offer to Purchase), (ii) a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) with any required signature
guarantees (or, in connection with a book-entry transfer, an Agent's Message (as
defined in Section 2 of the Offer to Purchase)), and (iii) all other documents
required by the Letter of Transmittal.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents prior to the expiration
of the Offer, a tender may be effected by following the guaranteed delivery
procedures specified under Section 2, "Procedure for Tendering Shares," in the
Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker or dealer or to
any other person (other than the Information Agent) in connection with the
solicitation of tenders of Shares pursuant to the Offer. Purchaser will,
however, upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding the enclosed materials to your clients. Purchaser
will pay or cause to be paid any transfer taxes payable on the transfer of
Shares to it, except as otherwise provided in Instruction 6 of the enclosed
Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 30, 1999,
UNLESS THE OFFER IS EXTENDED.
Any inquiries you may have with respect to the Offer should be directed to,
and additional copies of the enclosed materials may be obtained by contacting,
the undersigned at (000) 000-0000 or (000) 000-0000 (call collect). Banks and
brokerage firms please call (000) 000-0000.
Very truly yours,
[LOGO]
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY PERSON AS AN AGENT OF PURCHASER, SIGMA, TYCO, THE DEPOSITARY OR THE
INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO GIVE ANY INFORMATION OR USE ANY DOCUMENT OR MAKE ANY
STATEMENTS ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
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