OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
@XXX.XXX, INC.
AT
$0.46 NET PER SHARE
BY
SYMBOL ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
SYMBOL TECHNOLOGIES, INC.
+------------------------------------------------------------------------------+
| THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK |
| CITY TIME, ON MONDAY, SEPTEMBER 16, 2002, UNLESS THE OFFER IS EXTENDED. |
+------------------------------------------------------------------------------+
August 19, 2002
TO OUR CLIENTS:
Enclosed for your consideration are the Offer to Purchase, dated August
19, 2002 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, as they may be amended and supplemented from time to time, together
constitute the "Offer") relating to the offer by Symbol Acquisition Corp., a
Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Symbol
Technologies, Inc., a Delaware corporation ("Parent"), to purchase all of the
issued and outstanding shares of common stock, par value $0.001 per share (the
"Shares"), of @xxx.xxx, Inc., a Delaware corporation (the "Company"), at a
price of $0.46 per Share, 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. Any holders who desire to tender Shares and whose certificate(s)
evidencing such Shares (the "Certificates") 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.
WE ARE (OR OUR NOMINEE IS) 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 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.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant to
the terms and conditions set forth in the Offer.
Please note the following:
1. The Offer Price is $0.46 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 and
(ii) 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 U.S. Stock Transfer Corporation,
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 Shares accepted for
payment pursuant to the Offer. However, federal income tax backup
withholding at a rate of 30% may be required, unless an exemption is
available or unless the required tax identification information is
provided. See the "Important Tax Information" section of the Letter of
Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Monday, September 16, 2002, 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 August 12, 2002, 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 Depositary's account at The Depository Trust Company, (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 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 the Purchaser, regardless of any extension of the Offer or any
delay in making such payment.
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 set forth herein. If you authorize the
tender of your Shares, all such Shares will be tendered unless otherwise
specified below. An envelope to return your instructions to us is enclosed.
Your instructions should be forwarded to us in ample time to permit us to
submit a tender on your behalf prior to the Expiration Date.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all Holders. The Purchaser is not
aware of any jurisdiction where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the Purchaser will make
a good faith effort to comply with such state statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith effort,
the Purchaser cannot comply with any such state statute, the Offer will not be
made to (and tenders will not be accepted from or on behalf of) Holders in such
state. 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 shall be deemed
to be made on behalf of the Purchaser by one or more registered brokers or
dealers which are licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
@XXX.XXX, INC.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase, dated August 19, 2002, and the related Letter of Transmittal (which,
as they may be amended and supplemented from time to time, together constitute
the "Offer") in connection with the offer by Symbol Acquisition Corp., a
Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Symbol
Technologies, Inc., a Delaware corporation, to purchase all of the issued and
outstanding shares of common stock, par value $0.001 per share (the "Shares"),
of @xxx.xxx, Inc., a Delaware corporation, at a purchase price of $0.46 per
Share, upon the terms and subject to the conditions set forth in the Offer to
Purchase and the related Letter of Transmittal.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
================================================================================
Number of Shares to be Tendered*:______________________________________________
Date:__________________________________________________________________________
SIGN HERE
Signature(s):__________________________________________________________________
Print Name(s):_________________________________________________________________
Print Address(es):_____________________________________________________________
Area Code and Telephone Number(s):_____________________________________________
Taxpayer Identification or Social Security Number(s):__________________________
================================================================================
* Unless otherwise indicated, it will be assumed that all of your Shares
held by us for your account are to be tendered.
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