OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
HUSSMANN INTERNATIONAL, INC.
AT
$29.00 NET PER SHARE
BY
IR MERGER CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
XXXXXXXXX-XXXX COMPANY
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, JUNE 13, 2000, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
May 16, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by IR Merger Corporation, a Delaware corporation (the
"Purchaser") and a wholly-owned subsidiary of Xxxxxxxxx-Xxxx Company, a New
Jersey corporation ("Parent"), to act as Dealer Managers in connection with the
Purchaser's offer to purchase all of the issued and outstanding shares of common
stock, par value $0.001 per share, including the associated preferred stock
purchase rights (together, the "Shares"), of Hussmann International, Inc., a
Delaware corporation (the "Company"), at a price of $29.00 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 May 16, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, as they may be
amended and supplemented from time to time, together constitute the "Offer"),
copies of which are enclosed herewith. Please furnish copies of the enclosed
materials to those of your clients for whose accounts you hold Shares in your
name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated May 16, 2000.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
may be used to tender Shares.
3. A letter to stockholders of the Company from Xxxxxxx X. Xxxxx,
Chairman of the Board, and X. Xxxxx Xxxxxx, President and Chief Executive
Officer, together with a Solicitation/ Recommendation Statement on
Schedule 14D-9 filed with the Securities and Exchange Commission by the
Company and mailed to stockholders of the Company.
4. The Notice of Guaranteed Delivery for Shares to be used to accept
the Offer if the procedures for tendering Shares set forth in the Offer to
Purchase cannot be completed prior to the Expiration Date (as defined in the
Offer to Purchase).
5. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, 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.
7. A return envelope addressed to the Depositary.
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 TUESDAY,
JUNE 13, 2000, UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $29.00 per Share, net to the seller in cash,
without interest thereon, as set forth in the Introduction to the Offer to
Purchase.
2. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not properly withdrawn prior to the Expiration Date (as
defined in the Offer to Purchase) a number of Shares which represent at
least a majority of the outstanding Shares on a fully diluted basis,
(ii) the termination or expiration of the waiting period under the HSR Act
(as defined in the Offer to Purchase) and under any foreign statutes and
regulations and (iii) certain other conditions. See the Introduction and
Sections 1--"Terms of the Offer" and 14--"Conditions of the Offer" of the
Offer to Purchase.
3. The Offer is being made for all of the issued and outstanding
Shares.
4. Tendering holders of Shares ("Holders") whose Shares are registered
in their own name and who tender directly to The Bank of New York, as
depositary (the "Depositary"), will not be obligated to pay brokerage fees
or commissions 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 available or unless the
required tax identification information is provided. See Instruction 9 of
the Letter of Transmittal.
5. The Offer and the withdrawal rights will expire at 12:00 midnight,
New York City time, on Tuesday, June 13, 2000, unless the Offer is extended.
6. The Board of Directors of the Company has unanimously
(i) determined that the terms of each of the Offer and the merger (the
"Merger") of the Purchaser with and into the Company are fair to, and in the
best interests of, the Holders and declared that the Offer and the Merger
are advisable, (ii) approved the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of May 11, 2000 by and among Parent, the Purchaser and
the Company and the transactions contemplated thereby, including the Offer
and the Merger and (iii) recommended that the Holders accept the Offer,
tender their Shares pursuant to the Offer and (if required by applicable
law) adopt the Merger Agreement.
7. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) certificates evidencing such Shares (the
"Certificates") or, if such Shares are held in book-entry form, timely
confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such
Shares into the account of the Depositary, at The Depository Trust Company,
and if certificates evidencing the associated preferred stock purchase
rights (the "Rights") have been issued, such certificates or a Book-Entry
Confirmation, if available, with respect to such certificates (unless the
Purchaser elects, in its sole discretion, to make payment for the Shares
pending receipt of such certificates or a Book-Entry Confirmation, if
available, with respect to such certificates), (ii) a properly completed and
duly executed Letter of Transmittal or a copy thereof 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 (iii) any other documents
required by the Letter of Transmittal. Accordingly, tendering Holders may be
paid at different times depending upon when Certificates for Shares (or
certificates for Rights) or Book-Entry
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Confirmations with respect to Shares (or Rights, if applicable) 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.
In order to take advantage of the Offer, Certificates, as well as a Letter
of Transmittal (or copy thereof), properly completed and duly executed with any
required signature guarantees (or, in the case of a book-entry delivery, an
Agent's Message), and all other documents required by the Letter of Transmittal
must be received by the Depositary, all in accordance with the instructions set
forth in the Letter of Transmittal and the Offer to Purchase.
Any Holder who desires to tender Shares and whose Certificate(s) evidencing
such Shares are not immediately available, or who cannot comply with the
procedures for book-entry transfer described in the Offer to Purchase on a
timely basis, may tender such Shares by following the procedures for guaranteed
delivery set forth in Section 3--"Procedures for Tendering Shares" of the Offer
to Purchase.
Neither Parent nor the Purchaser will pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of Shares pursuant to the
Offer (other than the Dealer Managers, the Depositary and the Information Agent
as described in the Offer to Purchase). The Purchaser will, however, upon
request, reimburse you for customary mailing and handling expenses incurred by
you in forwarding any of the enclosed materials to your clients. The Purchaser
will pay or cause to be paid any transfer taxes with respect to the transfer and
sale of purchased Shares to it or its order pursuant to the Offer, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Xxxxxxx, Xxxxx & Co., the Dealer Managers for the Offer, at 00 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, telephone numbers (000) 000-0000 (call collect) or (800)
000-0000 (call toll free), or to Xxxxxxxxx Shareholder Communications, Inc., the
Information Agent for the Offer, at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, telephone number (000) 000-0000, for shareholders in the U.S. and
Canada, and at Xxxxxx Court, 00 Xxxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx, telephone
number 000-00-000-000-0000 (please call collect), for shareholders outside the
U.S. and Canada.
Requests for copies of the enclosed materials may also be directed to the
Dealer Managers or to the Information Agent at the above addresses and telephone
numbers.
Very truly yours,
XXXXXXX, XXXXX & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, PARENT, THE COMPANY, THE DEALER
MANAGERS, THE DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM,
OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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