Offer To Purchase For Cash
All Outstanding Shares of Common Stock
of
LIQUENT, INC.
at
$2.27 NET PER SHARE
by
FLUID ACQUISITION CORP.
a wholly owned subsidiary of
INFORMATION HOLDINGS INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, DECEMBER 19, 2001, UNLESS THE OFFER IS EXTENDED.
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November 21, 2001
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated November 21,
2001 (the "Offer to Purchase") and the related Letter of Transmittal (which, as
amended or supplemented from time to time, collectively constitute the "Offer"),
in connection with the offer by Fluid Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Information Holdings Inc., a
Delaware corporation ("Parent"), to purchase all of the outstanding shares of
Common Stock, par value $.001 per share (the "Shares"), of Liquent, Inc., a
Delaware corporation (the "Company"), at $2.27 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase and in the related Letter of Transmittal enclosed
herewith. 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 EquiServe Trust Company, NA
(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 (OR OUR NOMINEE IS) 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 ACCOMPANYING
THIS LETTER 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 of the Shares held by us for your account
pursuant to the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $2.27 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions of the Offer.
2. The Offer is being made for all of the outstanding Shares which are
not owned by Parent or any of its subsidiaries.
3. The Board of Directors of the Company has (a) unanimously approved
the Merger Agreement (as defined below) and the transactions contemplated
thereby, including the Offer and the Merger (as defined below),
(b) determined that the Merger Agreement, the Offer, the Merger and the
other transactions contemplated by the Merger Agreement are fair to and in
the best interests of the Company and its stockholders and (c) unanimously
recommends that stockholders accept the Offer and tender their Shares
pursuant to the Offer.
4. The Offer is being made pursuant to the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of November 13, 2001, by and among the
Company, Parent and Purchaser, pursuant to which, after completion of the
Offer, Purchaser will be merged with and into the Company and the Company
will be the surviving corporation (the "Merger"), and each issued and
outstanding Share (other than Shares held in the treasury of the Company or
owned by Parent or any direct or indirect wholly owned subsidiary of Parent
or the Company immediately before the Effective Time (as defined in the
Offer to Purchase) or held in the treasury of the Company or Shares which
are held by stockholders who properly exercise dissenters' rights, if any)
shall, by virtue of the Merger, and without any action on the part of the
holder thereof, be converted into and represent the right to receive the
price per Share paid by Purchaser pursuant to the Offer, without interest.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not properly withdrawn prior to the expiration of the
Offer, that number of Shares which, together with any Shares then
beneficially owned by Xxxxxx, represents a majority of the issued and
outstanding Shares on a fully diluted basis. The Offer is also subject to
the other conditions set forth in the Offer to Purchase.
6. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on December 19, 2001, unless the Offer is extended.
7. 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.
8. Payment for Shares purchased pursuant to the Offer will in all cases
be made only after timely receipt by the Depositary of (a) Share
Certificates or timely confirmation of the book-entry transfer of such
Shares into the Depositary's account maintained by the Book-Entry Transfer
Facility (as described in the Offer to Purchase), pursuant to the procedures
set forth in Section 3 of the Offer to Purchase, (b) the 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
the Offer to Purchase), in connection with a book-entry delivery and
(c) any other documents required by the Letter of Transmittal. Accordingly,
payment may not be made to all tendering stockholders at the same time,
depending upon when Share Certificates or confirmations of book-entry
transfer of such Shares into the Depositary's account at the Book-Entry
Transfer Facility are actually received by the Depositary.
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 on the back page of this letter. If you
authorize the tender of your Shares, all such Shares will be tendered
2
unless otherwise specified on the back page of this letter. 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 OF THE OFFER.
Purchaser is not aware of any state where the making of the Offer is
prohibited by administrative or judicial action pursuant to any valid state
statute. If Purchaser becomes aware of any valid state statute prohibiting the
making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser
will make a good faith effort to comply with such statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith effort,
Purchaser cannot comply with such state statute, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) holders of Shares 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 Purchaser by registered brokers or dealers
licensed under the laws of such jurisdiction.
3
Instructions with Respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
LIQUENT, INC.
at
$2.27 NET PER SHARE
by
FLUID ACQUISITION CORP.
a wholly owned subsidiary of
INFORMATION HOLDINGS INC.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to
Purchase, dated November 19, 2001 and the related Letter of Transmittal (which,
as amended or supplemented from time to time, collectively constitute the
"Offer"), in connection with the offer by Fluid Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Information
Holdings Inc., a Delaware corporation ("Parent"), to purchase all of the
outstanding shares of Common Stock, par value $.001 per share (the "Shares"), of
Liquent, Inc., a Delaware corporation, at $2.27 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer.
This will instruct you to tender to Purchaser the number of Shares indicated
below (or if no number is indicated below, all Shares) that are 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: ________________________________ Shares*
________________________________________________________________________________
Sign Below
Account Number: ________________ Signature(s) __________________________________
Dated: ____________, 200__
________________________________________________________________________________
PLEASE TYPE OR PRINT NAME(S)
________________________________________________________________________________
PLEASE TYPE OR PRINT ADDRESS(ES) HERE
________________________________________________________________________________
AREA CODE AND TELEPHONE NUMBER(S)
________________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)
* Unless otherwise indicated, it will be assumed that you instruct us to tender
all Shares held by us for your account.
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