Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T Tender-Offer Statement -- Third-Party Tender Offer 6 27K
2: EX-99.1(A)(1) Miscellaneous Exhibit 56 265K
10: EX-99.10(D)(2) Miscellaneous Exhibit 46 203K
11: EX-99.11(D)(3) Miscellaneous Exhibit 12 42K
12: EX-99.12(D)(4) Miscellaneous Exhibit 9 35K
3: EX-99.2(A)(2) Miscellaneous Exhibit 12 58K
4: EX-99.3(A)(3) Miscellaneous Exhibit 3 15K
5: EX-99.4(A)(4) Miscellaneous Exhibit 2 14K
6: EX-99.5(A)(5) Miscellaneous Exhibit 4 18K
7: EX-99.6(A)(6) Miscellaneous Exhibit 5± 17K
8: EX-99.8(A)(8) Miscellaneous Exhibit 5 28K
9: EX-99.9(D)(1) Miscellaneous Exhibit 4 19K
EX-99.5(A)(5) — Miscellaneous Exhibit
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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SUNGLASS HUT INTERNATIONAL, INC.
AT
$11.50 NET PER SHARE
BY
SHADE ACQUISITION CORP.,
A WHOLLY-OWNED SUBSIDIARY OF
LUXOTTICA GROUP S.P.A.
[Download Table]
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, MARCH 30, 2001, UNLESS THE
OFFER IS EXTENDED.
March 5, 2001
To Our Clients:
Enclosed for your consideration are an Offer to Purchase dated March 5, 2001
(the "Offer to Purchase"), and a related Letter of Transmittal in connection
with the offer by Shade Acquisition Corp., a Florida corporation (the
"Purchaser") and an indirect wholly-owned subsidiary of Luxottica Group S.p.A.,
an Italian corporation ("Parent"), to purchase all of the outstanding shares of
common stock, par value $0.01 per share (the "Shares"), of Sunglass Hut
International, Inc., a Florida corporation (the "Company"), at a price of $11.50
per Share, net to the seller in cash (the "Share Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase and in the
related letter of transmittal (the "Letter of Transmittal") (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer").
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 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 have us tender on your
behalf 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 directed to the following:
1. The tender price is $11.50 per Share, net to the seller in cash.
2. The Offer is being made for any and all outstanding Shares.
3. The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of February 22, 2001 (the "Merger Agreement"), by and among Parent,
Purchaser and the Company. The Merger Agreement provides, among other
things, that Purchaser will be merged with and into the Company (the
"Merger") following the satisfaction or waiver of each of the conditions to
the Merger set forth in the Merger Agreement.
4. The Board of Directors of the Company (the "Company Board") has
unanimously (i) determined that the Merger Agreement, the Offer, the Merger
and the other transactions contemplated by the Merger Agreement are fair to,
advisable and in the best interests of the Company and the Company's
shareholders, (ii) approved the Merger Agreement, the Offer and the Merger
and (iii) resolved to recommend that the Company's shareholders accept the
Offer and approve and adopt the Merger Agreement and the Merger; PROVIDED,
HOWEVER, that such
recommendation and approval may be withdrawn, modified or amended to the
extent that the Company Board determines in good faith (after having
consulted with outside legal counsel) that such action is necessary in order
for its directors to comply with their fiduciary duties to the Company's
shareholders under applicable law.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Friday, March 30, 2001, unless the Offer is extended. In
addition, unless theretofore accepted for payment by Purchaser pursuant to
the Offer, tendered Shares may be withdrawn at any time after May 3, 2001.
6. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING
VALIDLY TENDERED, AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE OF THE
OFFER, THAT NUMBER OF SHARES WHICH REPRESENTS AT LEAST A MAJORITY OF THE
OUTSTANDING SHARES ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION"), THERE
NOT HAVING OCCURRED A MATERIAL ADVERSE CHANGE IN THE COMPANY OR ITS
BUSINESS, AND THE EXPIRATION OR TERMINATION OF THE WAITING PERIOD UNDER THE
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED. THE OFFER
IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS SET FORTH IN THE OFFER TO
PURCHASE. SEE THE INTRODUCTION AND SECTIONS 1, 15 AND 16 OF THE OFFER TO
PURCHASE. THE OFFER IS NOT CONDITIONED UPON PARENT OR PURCHASER OBTAINING
FINANCING.
7. Tendering shareholders will not be obligated to pay, except as
otherwise provided in Instruction 6 of the Letter of Transmittal, stock
transfer taxes on the sale and transfer of any Shares to Purchaser pursuant
to the Offer.
Payment for Shares accepted for payment pursuant to the Offer will be made
only after timely receipt by the Depositary of (i) the certificates evidencing
such Shares or confirmation of a book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company, pursuant to the procedures
set forth in Section 3 of the Offer to Purchase, (ii) a properly completed and
duly executed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantee or, in the case of a book-entry transfer, an Agent's Message
(as defined in the Offer to Purchase) in lieu of the Letter of Transmittal, and
(iii) any other documents required by the Letter of Transmittal.
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 contained
in 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 in your instructions.
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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.
The Offer is made only by the Offer to Purchase and the related Letter of
Transmittal, and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer, however, is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares residing in any jurisdiction in
which the making of the Offer or the acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.
However, Purchaser may, in its discretion, take such action as it may deem
necessary to make the Offer in any jurisdiction and extend the Offer to holders
of Shares in such jurisdiction. In those jurisdiction where 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 one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SUNGLASS HUT INTERNATIONAL, INC.
AT
$11.50 NET PER SHARE
BY
SHADE ACQUISITION CORP.,
A WHOLLY-OWNED SUBSIDIARY OF
LUXOTTICA GROUP S.P.A.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated March 5, 2001 and the related Letter of Transmittal (which
together constitute the "Offer") in connection with the offer by Shade
Acquisition Corp., a Florida corporation (the "Purchaser") and an indirect
wholly-owned subsidiary of Luxottica Group S.p.A., an Italian corporation
("Parent"), to purchase all of the outstanding shares of common stock, par value
$0.01 per share (the "Shares"), of Sunglass Hut International, Inc., a Florida
corporation (the "Company").
This will instruct you to tender 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*: __________________________________________
Date: ______________________________________________________________________
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SIGN HERE
____________________________________________________________________________
Signature(s)
____________________________________________________________________________
____________________________________________________________________________
Please type or print name(s)
____________________________________________________________________________
____________________________________________________________________________
Please Type or print address
____________________________________________________________________________
Area Code and Telephone Number
____________________________________________________________________________
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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Dates Referenced Herein and Documents Incorporated by Reference
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