EXHIBIT 99.(A)(22)
SALOMON BROTHERS INC
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XXXXXXX XXXXXXXX
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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
CIRCON CORPORATION
AT
$17 NET PER SHARE
BY
USS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
UNITED STATES SURGICAL CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 P.M.,
NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 13, 1997,
UNLESS THE OFFER IS EXTENDED.
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December 18, 1996
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been engaged by USS Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of United States Surgical
Corporation, a Delaware corporation ("Parent"), to act as Dealer Manager in
connection with the Purchaser's offer to purchase all outstanding shares of
common stock, par value $0.01 per share (the "Shares") of Circon Corporation,
a Delaware corporation (the "Company"), including (unless and until the
Purchaser declares that the Rights Condition (as defined in the Supplement
dated December 18, 1996 (the "Supplement")) is satisfied) the associated
preferred share purchase rights (the "Rights") issued pursuant to the
Preferred Shares Rights Agreement, dated as of August 14, 1996, between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agreement"), at a price of $17 per Share and associated Right, net to
the seller in cash, without interest thereon (the "Offer Price"), upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
August 2, 1996 (the "Offer to Purchase"), as amended and supplemented by the
Supplement, and in the revised Letter of Transmittal (which, as amended from
time to time, together constitute the "Offer") enclosed herewith. Unless the
context requires otherwise, all references to Shares herein shall include the
Rights, and all references to the Rights shall include all benefits that may
inure to shareholders of the Company or to the holders of the Rights pursuant
to the Rights Agreement.
If the Purchaser declares that the Rights Condition (as defined in the
Supplement) is satisfied, the Purchaser will not require delivery of the
Rights. Unless and until the Purchaser declares that the Rights Condition is
satisfied, holders of Shares will be required to tender one Right for each
Share tendered in order to effect a valid tender of such Shares. If Right
Certificates (as defined in the Supplement) have been distributed to holders
of Shares prior to the date of tender pursuant to the Offer, Right
Certificates representing a number of Rights equal to the number of Shares
being tendered must be delivered to the Depositary in order for such Shares to
be validly tendered. If Right
Certificates have not been distributed prior to the time Shares are tendered
pursuant to the Offer, a tender of Shares without Rights constitutes an
agreement by the tendering shareholder to deliver Right Certificates
representing a number of Rights equal to the number of Shares tendered pursuant
to the Offer to the Depositary within three Nasdaq National Market trading days
after the date Right Certificates are distributed. The Purchaser reserves the
right to require that the Depositary receive such Right Certificates prior to
accepting Shares for payment. Payment for Shares tendered and purchased
pursuant to the Offer will be made only after timely receipt by the Depositary
of, among other things, Right Certificates, if such certificates have been
distributed to holders of Shares. The Purchaser will not pay any additional
consideration for the Rights tendered pursuant to the Offer.
Holders of Shares and Rights whose certificates evidencing Shares and, if
applicable, Right Certificates, are not immediately available (including if
Right Certificates have not yet been distributed) or who cannot deliver
confirmation of the book-entry transfer of their Shares and, if applicable,
Rights into the Depositary's account at a Book-Entry Transfer Facility ("Book-
Entry Confirmation") and all other documents required hereby to the Depositary
on or prior to the Expiration Date (as defined in Section 1 of the Supplement)
must tender their Shares and Rights according to the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase, as supplemented by
Section 2 of the Supplement. See Instruction 2 of the revised Letter of
Transmittal. Delivery of documents to a Book-Entry Transfer Facility does not
constitute delivery to the Depositary.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE
SUPPLEMENT) THAT NUMBER OF SHARES WHICH, WHEN ADDED TO THE SHARES BENEFICIALLY
OWNED BY THE PURCHASER AND ITS AFFILIATES, WOULD REPRESENT 67% OF THE
OUTSTANDING SHARES ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE, (II) THE
ACQUISITION OF SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER HAVING BEEN
APPROVED PURSUANT TO SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
("SECTION 203") OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT
THE PROVISIONS OF SECTION 203 ARE OTHERWISE INAPPLICABLE TO THE ACQUISITION OF
SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER AND (III) THE PURCHASER
BEING SATISFIED THAT THE RIGHTS HAVE BEEN REDEEMED BY THE COMPANY OR THE RIGHTS
ARE UNENFORCEABLE OR OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED
MERGER. SEE SECTION 8 OF THE SUPPLEMENT. THE OFFER IS NOT CONDITIONED ON THE
RECEIPT OF FINANCING.
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 Supplement, dated December 18, 1996;
2. A revised Letter of Transmittal to be used by holders of Shares in
accepting the Offer and tendering Shares and/or Rights;
3. A revised Notice of Guaranteed Delivery to be used to accept the Offer
if the certificates evidencing such Shares and/or Rights are not
immediately available (including if certificates for Rights have not yet
been distributed) or time will not permit all required documents to reach
the Depositary (as defined in the Offer to Purchase) prior to the
Expiration Date (as defined in the Supplement) or the procedure for book-
entry transfer cannot be completed on a timely basis;
4. A revised 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;
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5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
In order to take advantage of the Offer, a duly executed and properly
completed revised Letter of Transmittal and any other required documents should
be sent to the Depositary and certificates representing the tendered Shares
and, if applicable, Rights should be delivered, or such Shares and, if
applicable, Rights should be tendered by book-entry transfer, all in accordance
with the instructions set forth in the revised Letter of Transmittal, the Offer
to Purchase and the Supplement. Upon the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), the Purchaser will purchase, by
accepting for payment, and will pay for the Shares (and, if applicable, the
Rights) validly tendered and not withdrawn prior to the Expiration Date
promptly after the Expiration Date. For purposes of the Offer, the Purchaser
will be deemed to have accepted for payment, and thereby purchased, tendered
Shares (and, if applicable, Rights) as, if and when the Purchaser gives oral or
written notice to the Depositary of the Purchaser's acceptance of such Shares
and Rights for payment pursuant to the Offer. In all cases, payment for Shares
and Rights purchased pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) the certificates or timely confirmation of a
book-entry transfer of such Shares and, if applicable, the associated Rights,
if such procedure is available, into the Depositary's account at The Depository
Trust Company or the Philadelphia Depositary Trust Company pursuant to the
procedures set forth in Section 2 of the Offer to Purchase and Section 2 of the
Supplement, (ii) the revised 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) and
(iii) any other documents required by the revised Letter of Transmittal.
The Purchaser will not pay any fees or commissions to any broker or dealer or
any other person (other than the Dealer Manager, 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 and Rights, except as otherwise provided in
Instruction 6 of the revised 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 6:00 P.M.,
NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 13, 1997, UNLESS THE OFFER IS
EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed revised 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 and, if
applicable, Rights should be delivered or such Shares and, if applicable,
Rights should be tendered by book-entry transfer, all in accordance with the
Instructions set forth in the revised Letter of Transmittal, the Offer to
Purchase and the Supplement.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents to the Depositary prior
to the Expiration Date or to comply with the procedures for book-entry transfer
on a timely basis, a tender may be effected by following the guaranteed
delivery procedures specified under Section 2 of the Offer to Purchase and
Section 2 of the Supplement.
Any inquiries you may have with respect to the Offer should be addressed to
Salomon Brothers Inc, the Dealer Manager, or Xxxxxx-Xxxxx Inc., the Information
Agent, at their respective addresses and telephone numbers set forth on the
back cover page of the Offer to Purchase and the Supplement.
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Additional copies of the enclosed materials and the Offer to Purchase may be
obtained by calling Xxxxxx-Xxxxx Inc., the Information Agent, collect at (212)
344-6733 or toll-free at (000) 000-0000, from the undersigned, Salomon
Brothers Inc, telephone (000) 000-0000, or from brokers, dealers, commercial
banks or trust companies.
Very truly yours,
SALOMON BROTHERS INC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF PARENT, THE PURCHASER, THE COMPANY, THE
DEPOSITARY, THE INFORMATION AGENT OR THE DEALER MANAGER, 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.
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