OFFER TO PURCHASE FOR CASH
ALL SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
XXXXXXXXX CORPORATION
AT
$28.00 NET PER SHARE
BY
MEGGITT ACQUISITION INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY
OF
MEGGITT PLC
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JULY 13, 1999 UNLESS THE OFFER IS EXTENDED.
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June 15, 1999
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated June 15,
1999 (the 'Offer to Purchase'), and the related Letter of Transmittal (which,
together with any amendments and supplements thereto, collectively constitute
the 'Offer') in connection with the offer by Xxxxxxx Xxxxxxxxxxx Inc., a
Delaware corporation ('Purchaser') and an indirect wholly-owned subsidiary of
Meggitt PLC, a public limited company incorporated under the laws of England and
Wales ('Parent'), to purchase for cash all shares of common stock, par value
$0.01 per share (the 'Shares'), of Xxxxxxxxx Corporation, a Delaware corporation
(the 'Company'), at a purchase price of $28.00 per Share net to you in cash (the
'Share Price'). The Offer also is being made for all shares of Series D
Participating Convertible Preferred Stock, par value $1.00 per share (the
'Preferred Shares'), of the Company, at a purchase price of $9,142.87 per
Preferred Share, net to the seller in cash. WE ARE THE HOLDER OF RECORD OF
SHARES HELD 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 ENCLOSED 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 us to tender 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 invited to the following:
1. The offer price is $28.00 per Share net to you in cash, without
interest.
2. The Offer is being made for all outstanding Shares and all
outstanding Preferred Shares.
3. The Board of Directors of the Company has unanimously approved the
Merger Agreement (as defined in the Offer to Purchase) and the transactions
contemplated thereby, including the Offer and the Merger (each as defined
in the Offer to Purchase), and has unanimously determined that the Offer
and the Merger are fair to, and in the best interests of, the Company's
stockholders and unanimously recommends that the stockholders accept the
Offer and tender their Shares and Preferred Shares pursuant to the Offer.
4. The Offer and withdrawal rights expire at 12:00 Midnight, New York
City time, on July 13, 1999, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not properly withdrawn prior to the Expiration Date
(as defined in the Offer to Purchase) that number
of Shares and Preferred Shares which, together with any Shares or
Preferred Shares beneficially owned by Parent, constitutes at least
a majority of the then outstanding Shares on a fully-diluted basis.
The Offer is also subject to the other conditions set forth in the Offer to
Purchase. See the Introduction and Sections 1, 14 and 15 of the Offer to
Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to
Purchaser pursuant to the Offer will be paid by Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
Except as disclosed in the Offer to Purchase, Purchaser is not aware of any
state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. In any jurisdiction in
which 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.
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 attached to
this letter. 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 attachment to this letter. Your instructions should
be forwarded to us in ample time to permit us to submit a tender on your behalf
prior to the expiration of the Offer.
Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of Share certificates for, or of Book-Entry
Confirmation (as defined in the Offer to Purchase) with respect to, such Shares,
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof), together with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message (as defined in the Offer to Purchase)),
and any other documents required by the Letter of Transmittal. Accordingly,
payment might not be made to all tendering stockholders at the same time, and
will depend upon when Share certificates or Book-Entry Confirmations of such
Shares are received into the Depositary's account at the Book-Entry Transfer
Facility (as defined in the Offer to Purchase).
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE
ALL SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
XXXXXXXXX CORPORATION
AT
$28.00 NET PER SHARE IN CASH
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated June 15, 1999 and the related Letter of Transmittal in
connection with the Offer by Xxxxxxx Xxxxxxxxxxx Inc., a Delaware corporation
and an indirect wholly-owned subsidiary of Meggitt PLC, a public limited company
incorporated under the laws of England and Wales, to purchase for cash all
shares of common stock, par value $0.01 per share (the 'Shares'), and all shares
of Series D Participating Convertible Preferred Stock, par value $1.00 per
share, of Xxxxxxxxx Corporation, a Delaware corporation.
This will instruct you to tender 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*
................................................ Shares
Dated: ......................................... , 1999 ........................................................
........................................................
SIGNATURE(S)
........................................................
........................................................
PRINT NAME(S)
........................................................
........................................................
ADDRESS(ES)
........................................................
AREA CODE AND TELEPHONE NUMBER
........................................................
TAX ID OR SOCIAL SECURITY NUMBER
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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