Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T Schedule to 6 33K
2: EX-99.A.1.A Offer to Purchase 46 249K
3: EX-99.A.1.B Letter of Transmittal 10 56K
4: EX-99.A.1.C Letter to Participants 7 33K
5: EX-99.A.1.D Notice of Guaranteed Delivery 3 15K
6: EX-99.A.1.E Letter to Broker, Dealers 2 15K
7: EX-99.A.1.F Letter to Clients 3 17K
8: EX-99.A.1.G Tax Guidlines on Form W-9 4± 18K
9: EX-99.A.1.H Summary Advertisement 5 27K
10: EX-99.A.1.I Press Release 8 26K
11: EX-99.B Credit Agreement 113 313K
12: EX-99.D.1 Agreement for Tender Offer and Merger 51 195K
13: EX-99.D.2 Shareholders' Agreement 11 36K
14: EX-99.D.3 Confidentiality Agreement 4 21K
EX-99.A.1.F — Letter to Clients
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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SUNQUEST INFORMATION SYSTEMS, INC.
AT
$24.00 NET PER SHARE
BY
SUNSHINE ACQUISITION CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
KIRSTY, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
MISYS PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JULY 27, 2001, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated June 29, 2001
(the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to the offer by Sunshine Acquisition Corporation, a
Pennsylvania corporation (the "Purchaser") and a wholly-owned subsidiary of
Kirsty, Inc., a Delaware corporation ("Kirsty") and an indirect wholly-owned
subsidiary of Misys plc, a public company organized under the laws of England
("Misys"), to purchase all outstanding shares of common stock, no par value per
share (the "Shares"), of Sunquest Information Systems, Inc., a Pennsylvania
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Offer.
Also enclosed is the Letter to Shareholders of the Company from the
Chairman of the Board of the Company accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9.
WE ARE 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 TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish to tender any of or all the
Shares held by us for your account pursuant to the terms and conditions set
forth in the Offer.
Your attention is directed to the following:
1. The offer price is $24.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions of
the Offer.
2. The Offer is being made for all outstanding Shares.
3. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED
THAT THE ACQUISITION AGREEMENT (AS DEFINED BELOW) AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, ARE FAIR TO, AND
IN THE BEST INTERESTS OF, THE SHAREHOLDERS OF THE COMPANY, HAS UNANIMOUSLY
APPROVED THE ACQUISITION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREBY, INCLUDING THE OFFER AND
THE MERGER, AND UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
4. The Offer is being made pursuant to the Agreement for Tender Offer
and Merger dated as of June 24, 2001 (the "Acquisition Agreement"), among
Misys, Kirsty, the Purchaser and the Company pursuant to which, promptly
after the Purchaser's consummation of the purchase of Shares pursuant to
the Offer, Misys and Kirsty will cause the Purchaser to be merged with and
into the Company (the "Merger"), with the Company surviving the Merger as
an indirect wholly-owned subsidiary of Misys. After the Purchaser's
adoption of the plan and agreement of merger for the Merger, at the
Effective Time (as defined in the Acquisition Agreement), each outstanding
Share (other than Shares held by shareholders who perfect their dissenters'
rights under Pennsylvania law, Shares owned by the Company as treasury
stock and Shares owned by Misys or any direct or indirect wholly-owned
subsidiary of Misys or of the Company) will be converted into the right to
receive $24.00 in cash, without interest, as set forth in the Acquisition
Agreement and described in the Offer to Purchase.
5. The Offer and withdrawal rights expire at 12:00 midnight, New York
City time, on July 27, 2001 (the "Expiration Date"), unless the Offer is
extended by the Purchaser, in which event the term "Expiration Date" shall
mean the latest time at which the Offer, as so extended by the Purchaser,
will expire.
6. The Offer is conditioned upon, among other things, (a) there being
validly tendered and not withdrawn prior to the expiration of the Offer
that number of Shares representing at least 80% of the outstanding Shares
on a fully diluted basis and (b) any waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
applicable to the purchase of Shares pursuant to the Offer having expired
or been terminated.
7. Any stock transfer taxes applicable to a sale of Shares to the
Purchaser will be borne by the Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the Expiration Date.
If you wish to have us tender any of or all the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form on the detachable part hereof. 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 detachable
part hereof. 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.
Payment for Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by the Depositary of (a) certificates
for (or a timely Book-Entry Confirmation (as defined in the Offer to Purchase)
with respect to) such Shares, (b) a Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or, in the case of a book-entry transfer effected pursuant to the
procedure set forth in Section 2 of the Offer to Purchase, an Agent's Message
and (c) any other documents required by the Letter of Transmittal. Accordingly,
tendering shareholders 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.
The Offer is not being made to the (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. To the extent the Purchaser, Kirsty or Misys becomes aware of any
state law that would limit the class of offerees in the Offer, the Purchaser
reserves the right to amend the Offer and, depending on the timing of such
amendment, if any, will extend the Offer to provide adequate dissemination of
such information to holders of Shares prior to the expiration of the Offer. 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 is being made on behalf of
the Purchaser by Georgeson Shareholder Communications Inc., the Information
Agent for the Offer, or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASER FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SUNQUEST INFORMATION SYSTEMS, INC.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase of Sunshine Acquisition Corporation dated June 29, 2001 (the "Offer to
Purchase") and the related Letter of Transmittal relating to shares of Common
Stock, no par value per share (the "Shares"), of Sunquest Information Systems,
Inc.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, on the terms and subject to the
conditions set forth in the Offer to Purchaser and related Letter of
Transmittal.
Number of Shares to Be Tendered: ____________ Shares*
SIGN HERE
[Download Table]
Account Number: Signature:
Dated:
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
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DAYTIME AREA CODE AND TEL. NO.
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TAXPAYER IDENTIFICATION NO. OR SOCIAL SECURITY NO.
* Unless otherwise indicated, it will be assumed that all your Shares are to be
tendered.
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Dates Referenced Herein and Documents Incorporated by Reference
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