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EXHIBIT 99.5
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
(INCLUDING THE ASSOCIATED COMMON SHARE PURCHASE RIGHTS)
OF
MEDEX, INC.
AT
$23.50 NET PER SHARE
BY
FCY, INC.
A WHOLLY OWNED SUBSIDIARY OF
FURON COMPANY
(A COMPANY ORGANIZED UNDER THE LAWS OF CALIFORNIA)
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON DECEMBER 16, 1996, UNLESS THE OFFER IS EXTENDED
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November 15, 1996
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated November 15,
1996 (the "Offer to Purchase"), and the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer") relating to the
Offer by FCY, Inc., an Ohio corporation ("Purchaser"), which is a wholly owned
subsidiary of Furon Company, a California corporation ("Furon"), to purchase all
outstanding common shares, par value $.01 per share (the "Shares"), of Medex,
Inc., an Ohio corporation (the "Company"), including the associated common share
purchase rights (the "Rights") issued under the Rights Agreement, dated as of
October 12, 1996, between the Company and The Huntington National Bank as rights
agent, as amended (the "Rights Agreement"), at a price of $23.50 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer.
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, or who cannot deliver their Share
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date (as defined in the Offer to Purchase), or who cannot
complete the procedures for book-entry transfer on a timely basis, must tender
their Shares according to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase.
WE 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 BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish to tender any or all of 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 $23.50 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 Board of Directors of the Company has approved the Agreement and
Plan of Merger, dated as of November 12, 1996 (the "Merger Agreement"), by and
among Purchaser, Furon and the Company, and the transactions contemplated by the
Merger Agreement, has determined that each of the Offer and the Merger is fair
to and in the best interests of the Company's shareholders and unanimously
recommends that shareholders of the Company accept the Offer and tender their
Shares pursuant to the Offer and approve and adopt the Merger Agreement and the
Merger.
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4. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on December 16, 1996, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the expiration of the Offer a number
of shares which constitutes at least 3,729,961 Shares, representing 60% of the
outstanding Shares at November 12, 1996 (the "Minimum Condition"), (2) the
expiration of any waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvement Act of 1976 applicable to the purchase of Shares pursuant to the
Offer, and (3) either the acquisition of Shares pursuant to the Offer being
authorized by the shareholders of the Company pursuant to the Ohio Control Share
Acquisition Law or the Purchaser being satisfied, in its sole discretion, that
the Ohio Control Share Acquisition Law is invalid or inapplicable to the
acquisition of Shares pursuant to the Offer. See Section 14.
6. Any stock transfer taxes applicable to a sale of Shares to the Purchaser
pursuant to the Offer will be borne by the Purchaser, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the expiration of the Offer.
If you wish to have us tender any or all of 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 of the Offer.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by The Bank of New York (the
"Depositary") of (i) the certificates evidencing such Shares (the "Share
Certificates") or a timely Book-Entry Confirmation (as defined in the Offer to
Purchase) with respect to such Shares, (ii) a Letter of Transmittal (or
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 procedure set forth in Section 3 of the Offer to Purchase, an Agent's
Message (as defined in the Offer to Purchase), and (iii) any other documents
required by the Letter of Transmittal. Accordingly, tendering shareholders may
be paid at different times depending upon when Share Certificates 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 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 or
acceptance of the Offer would not be in compliance with the laws of such
jurisdiction. However, Furon may, in its discretion, take such action as it may
deem necessary to make to offer in any jurisdiction and extend the Offer to
holders of Shares in such jurisdictions.
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 Purchaser by Xxxx Xxxxxx Xxxxxxxx Inc., or one or more registered
brokers or dealers that are licensed under the laws of such jurisdiction.
