OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
AND CLASS B COMMON STOCK
OF
ALYSIS TECHNOLOGIES, INC.
AT
$1.39 NET PER SHARE
BY
MAUI ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
PITNEY XXXXX INC.
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, APRIL 25, 2001, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
To Brokers, Dealers, Commercial Banks, March 29, 2001
Trust Companies and Other Nominees:
We have been appointed by Maui Acquisition Corp., a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of Pitney Xxxxx Inc., a Delaware
corporation (the "Parent"), to act as Information Agent in connection with the
Purchaser's offer to purchase all outstanding shares of common stock, par value
$0.01 per share (the "Common Shares"), of Alysis Technologies, Inc., a Delaware
corporation (the "Company"), and all outstanding shares of class B common stock
of the Company, par value $0.01 per share (the "Class B Shares" and together
with the Common Shares, the "Shares"), at a price of $1.39 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 29, 2001 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, as amended from
time to time, together constitute the "Offer") enclosed herewith. Unless the
context indicates otherwise, as used herein, stockholders shall mean holders of
Shares.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT
NUMBER OF COMMON SHARES WHICH, WHEN ADDED TO THE COMMON SHARES BENEFICIALLY
OWNED BY THE PURCHASER OR PARENT, REPRESENTS AT LEAST A MAJORITY OF THE TOTAL
NUMBER OF COMMON SHARES OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE OF
PURCHASE.
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.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following documents:
1. The Offer to Purchase, dated March 29, 2001;
2. The Letter of Transmittal to be used by the holders of Shares in accepting
the Offer and tendering Shares;
3. A letter to the stockholders of the Company from the President, Chief
Executive Officer and Chairman of the Board of the Company, accompanied by
the Company's Solicitation/ Recommendation Statement on Schedule 14D-9;
4. The Notice of Guaranteed Delivery to be used to accept the Offer if the
certificates evidencing such Shares (the "Share Certificates") are not
immediately available or time will not permit all required documents to
reach Wilmington Trust Company (the "Depositary") prior to the Expiration
Date (as defined in the Offer to Purchase) or the procedure for book-entry
transfer cannot be completed by the Expiration Date;
5. A letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominees, with space
provided for obtaining such clients' instructions with regard to the Offer;
6. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information relating
to backup federal income tax withheld; and
7. A return envelope addressed to the Depositary.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of March 29, 2001 (the "Merger Agreement"), by and among the Purchaser,
Parent and the Company pursuant to which, following the consummation of the
Offer and in accordance with the Delaware General Corporation Law, and subject
to the satisfaction or waiver of certain conditions, the Purchaser will be
merged with and into the Company, with the Company surviving the merger as a
wholly owned subsidiary of Parent (the "Merger"). In the Merger, each
outstanding Share (other than Shares owned by Parent, the Purchaser or any
subsidiary or affiliate of Parent or the Purchaser or by the Company) will be
converted into the right to receive $1.39 per Share, net to the seller in cash,
without interest, as set forth in the Merger Agreement and described in the
Offer to Purchase.
The Board of Directors of the Company has approved (by a unanimous vote of
those directors present) the Merger Agreement, the Offer and the Merger,
determined that the Offer and the Merger are advisable and fair to, and in the
best interests of, the stockholders of the Company and recommends (by a
unanimous vote of those directors present) that the stockholders of the Company
accept the Offer and tender their Shares pursuant to the Offer.
In all cases, payment for Shares purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of (i) the Share Certificates,
timely confirmation of a book-entry transfer of such Shares, if such procedure
is available, into the Depositary's account at The Depository Trust Company
("DTC") pursuant to the procedures set forth in Section 2 of the Offer to
Purchase, or confirmation of surrender of Shares through DTC's Automated Tender
Offer Program ("ATOP"), (ii) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message (as defined in Section 2 of the Offer to Purchase), in the
case of a book-entry transfer or tender pursuant to ATOP procedures and
(iii) any other documents required by the Letter of Transmittal.
Neither Parent nor the Purchaser will pay any fees or commissions to any
broker or dealer or any other person (other than the Information Agent and the
Depositary as described in Section 16 of the Offer to Purchase) in connection
with the solicitation of tenders of Shares pursuant to the Offer. The Purchaser
will, however, upon request, reimburse you for customary mailing and handling
expenses incurred by you in forwarding the enclosed materials to your clients.
The Purchaser will pay any stock transfer taxes incident to the transfer to
it of validly tendered Shares, except as otherwise provided in Instruction 6 of
the Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON APRIL 25, 2001, UNLESS THE OFFER IS EXTENDED.
2
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Depositary, and certificates evidencing the tendered Shares should be delivered
or such Shares should be tendered by book-entry transfer or in accordance with
DTC's ATOP procedures, all in accordance with the instructions set forth in the
Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender Shares, but it is impracticable for them
to forward their Share Certificates or other required documents to the
Depositary prior to the Expiration Date or to comply with the procedures for
book-entry transfer or ATOP on a timely basis, a tender may be effected by
following the guaranteed delivery procedures specified under Section 2 of the
Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to
MacKenzie Partners, the Information Agent, at its address and telephone number
set forth on the back cover page of the Offer to Purchase. Additional copies of
the enclosed materials may be obtained from the Information Agent at the address
and telephone number set forth on the back cover page of the Offer to Purchase.
Very truly yours,
MacKenzie Partners
--------------------------------------------------------------------------------
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER
PERSON AS AN AGENT OF PARENT, THE PURCHASER, THE COMPANY, THE DEPOSITARY OR THE
INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE
STATEMENTS CONTAINED THEREIN.
--------------------------------------------------------------------------------
3
