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.
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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.
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June 5, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated June 5, 2000
(the "Offer to Purchase") and the related Letter of Transmittal (which, together
with amendments or supplements thereto, collectively constitute the "Offer")
relating to the Offer by Alcon Acquisition Corp., a Massachusetts corporation
("Purchaser") and a wholly owned subsidiary of Alcon Holdings Inc., a Delaware
corporation ("Parent"), 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") upon
the terms and subject to the conditions set forth in the Offer. Unless the
context otherwise requires, all references to the 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
Agreement. Also enclosed is the 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.
WE (OR OUR NOMINEES) 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 TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.
We request instructions as to whether you wish to tender any of or all the
Shares held by us for your account pursuant to the terms and conditions set
forth in the Offer.
Your attention is directed to the following:
1. The offer price is $19.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions of
the Offer.
2. The Offer is being made for all outstanding Shares.
3. 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, as soon as practicable
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, 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.
4. 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.
5. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, JUNE 30, 2000 (THE "EXPIRATION DATE"), UNLESS THE
OFFER IS EXTENDED BY THE PURCHASER, IN WHICH EVENT THE TERM "EXPIRATION
DATE" SHALL MEAN THE LATEST TIME AT WHICH THE OFFER, AS SO EXTENDED BY THE
PURCHASER, WILL EXPIRE.
6. The Offer is conditioned upon, among other things, (a) there being
validly tendered and not withdrawn prior to the Expiration Date 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 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.
7. Any stock transfer taxes applicable to a sale of Shares to the
Purchaser will be borne by the Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
8. Tendering stockholders will not be obligated to pay brokerage fees
or commissions to the Dealer Manager, the Depositary or the Information
Agent or, except as set forth in Instruction 6 of the Letter of Transmittal,
transfer taxes on the purchase of Shares by the Purchaser 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 of the Letter of
Transmittal.
If you wish to have us tender any of or all the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form on the detachable part hereof. 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 detachable
part hereof. 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.
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Payment for Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by ChaseMellon Shareholder Services,
L.L.C. (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 procedures set forth in Section 2
of the Offer to Purchase, an Agent's Message, and (c) any other documents
required by the Letter of Transmittal. Accordingly, tendering stockholders 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.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. 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 is being
made on behalf of the Purchaser by Xxxxxxx, Xxxxx & Co., the Dealer Manager for
the Offer, or one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SUMMIT AUTONOMOUS INC.
The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase
of Alcon Acquisition Corp., dated June 5, 2000 (the "Offer to Purchase") and the
related Letter of Transmittal relating to shares of Common Stock, par value
$0.01 per share (the "Shares"), of Summit Autonomous Inc., a Massachusetts
corporation.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, on the terms and subject to the
conditions set forth in the Offer to Purchase and related Letter of Transmittal.
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Number of Shares to be Tendered:* ___________________________________ Shares
SIGN HERE
Signature(s) _______________________________________________________________
Please Type or Print Name(s) _______________________________________________
Type or Print Address(es) __________________________________________________
______________________________________
Area Code and Telephone Number _____________________________________________
Taxpayer Identification or Social Security No. _____________________________
Dated: ______________________________, 2000
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* Unless otherwise indicated, it will be assumed that all your Shares are to
be tendered.
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