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.E — Letter to Broker, Dealers
EX-99.A.1.E | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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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 Brokers, Dealers, Banks,
Trust Companies and Other Nominees:
We have been engaged by Sunshine Acquisition Corporation, a Pennsylvania
corporation (the "Purchaser") and a direct 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
act as Information Agent in connection with the Purchaser's offer 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"), at $24.00 per Share (the "Offer Price") net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Purchaser's Offer to Purchase dated June 29, 2001 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"). Please
furnish copies of the enclosed materials to those of your clients for whom you
hold Shares registered in your name or in the name of your nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated June 29, 2001;
2. Letter of Transmittal to be used by shareholders of the Company in
accepting the Offer;
3. 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;
4. A printed form of letter that may be sent to your clients for whose
account you hold Shares in your name or in the name of a nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
5. Notice of Guaranteed Delivery with respect to Shares;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to Mellon Investor Services LLC, the
Depositary.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (A) THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A
NUMBER OF SHARES REPRESENTING AT LEAST 80% OF ALL OUTSTANDING
EX-99.A.1.E | Last Page of 2 | TOC | 1st | Previous | Next | ↓Bottom | Just 2nd |
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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.
We urge you to contact your clients promptly. Please note that Offer
and withdrawal rights will expire at 12:00 midnight, New York City time, on
Friday, July 27, 2001 unless extended.
The Board of Directors of the Company (the "Board") has unanimously
determined that the Acquisition Agreement 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.
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 its purchase of Shares pursuant to
the Offer upon satisfaction of the Minimum Condition (as defined in Offer
to Purchase) as provided for in the Acquisition Agreement and subject to
the terms and conditions of the Acquisition Agreement, Misys and Kirsty
will cause the Purchaser to be merged with and into the Company (the
"Merger") by the Purchaser's adoption of a plan and agreement of merger,
with the Company (the "Surviving Corporation") surviving the Merger as an
indirect wholly-owned subsidiary of Misys. At the Effective Time (as
defined in the Acquisition Agreement), each outstanding Share (other than
Shares held by stockholders who perfect their dissenters' rights under
Pennsylvania law, Shares owned by the Company as treasury stock and Shares
owned by Parent or any direct or indirect wholly-owned subsidiary of Parent
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.
In all cases, payment for Shares accepted for payment pursuant to the
Offer will 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 (as defined in the Offer to
Purchase), and (c) any other documents required by the Letter of
Transmittal. Accordingly, tendering stockholders 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, regardless of any extension of the Offer.
None of the Purchaser, Kirsty or Misys will pay any fees or
commissions to any broker or dealer or other person (other than the
Depositary and the Information Agent as described in the Offer to Purchase)
in connection with the solicitation of tenders of Shares pursuant to the
Offer. You will be reimbursed upon request for customary mailing and
handling expenses incurred by you in forwarding the enclosed offering
materials to your customers.
Questions and requests for additional copies of the enclosed material
may be directed to the Information Agent its address and telephone number
set forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
[GEORGESON SHAREHOLDER LOGO]
GEORGESON SHAREHOLDER COMMUNICATIONS
INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, KIRSTY, MISYS, THE DEPOSITARY OR
THE INFORMATION AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO
THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.
2
Dates Referenced Herein and Documents Incorporated by Reference
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