OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CASTLE & XXXXX, INC.
AT
$18.50 NET PER SHARE
BY
CASTLE ACQUISITION COMPANY, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
FLEXI-VAN LEASING, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON JULY 6, 2000, UNLESS THE OFFER IS EXTENDED. SHARES WHICH ARE
TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DATE.
May 31, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated May 31, 2000
and the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") in connection with the
offer by Castle Acquisition Company, Inc. ("Purchaser"), a Hawaii corporation
and wholly-owned subsidiary of Castle & Xxxxx Holdings, Inc. ("Parent"), a
Delaware corporation and wholly-owned subsidiary of Flexi-Van Leasing, Inc., a
Delaware corporation ("FLX"), to purchase for cash all outstanding shares of
common stock, having no par value (the "Shares"), of Castle & Xxxxx, Inc., a
Hawaii corporation (the "Company"). We are the holder of record of Shares held
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 enclosed 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 us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is invited to the following:
1. The offer price is $18.50 per Share, net to you in cash without interest
(the "Offer Price").
2. The Offer is being made for all outstanding Shares not already
beneficially owned by Purchaser and its affiliates.
3. The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of May 19, 2000, by and among FLX, Parent, Purchaser and the
Company (the "Merger Agreement"). The Merger Agreement provides that
Purchaser will be merged with and into the Company after the completion
of the Offer (the "Merger"). As a result, each Share issued and
outstanding immediately prior to the Merger (other than Shares held by
(i) Parent or any subsidiary or affiliate of Parent, including Purchaser,
and (ii) the Company or any subsidiary of the Company) will be converted
into the right to receive the Offer Price.
4. The Board of Directors of the Company, after receiving the
recommendation of a special committee of independent directors and an
investment banking firm, has unanimously approved the Offer, and
determined that the Offer is fair to, and in the best interest of, the
stockholders of the Company and recommends that stockholders 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 July 6, 2000, unless the Offer is extended.
6. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in
TERMS OF THE OFFER of the Offer to Purchase) that number of Shares which,
when added to Shares beneficially owned by Purchaser (if any), represents
at least a simple majority of the outstanding shares not already owned by
Purchaser or its affiliates (assuming exercise of all outstanding
options) on the date Shares are accepted for payment (unless this
condition is waived as set forth in CONDITIONS TO THE OFFER of the Offer
to Purchase). The offer is also subject to the other conditions set forth
in the Offer to Purchase.
7. Any stock transfer taxes applicable to the sale of Shares to Purchaser
pursuant to the Offer will be paid by Purchaser, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Except as disclosed in the Offer to Purchase, Purchaser is not aware of any
state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. 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 reverse side of this letter. 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.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CASTLE & XXXXX, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated May 31, 2000 and the related Letter of Transmittal in
connection with the Offer by Castle Acquisition Company, Inc., a Hawaii
corporation and wholly-owned subsidiary of Castle & Xxxxx Holdings, Inc., a
Delaware corporation and wholly-owned subsidiary of Flexi-Van Leasing, Inc., a
Delaware corporation, to purchase all outstanding shares of common stock, having
no par value (the "Shares"), of Castle & Xxxxx, Inc., a Hawaii corporation.
This will instruct you to tender the number of Shares indicated below (or if
no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.
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Number of Shares to be Tendered:*
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Dated:________________________, 2000
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Sign Here
____________________________________________________________________________
Signature(s)
____________________________________________________________________________
Please Type or Print Name(s)
Please Type or Print Address
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Area Code and Telephone No._________________________________________________
______________________
Taxpayer Identification or
Social Security Number
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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