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.C — Letter to Participants
EX-99.A.1.C | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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IMMEDIATE ATTENTION REQUIRED
June 29, 2001
Dear Participant in Sunquest Information System, Inc.'s Employee Stock Purchase
Plan:
As a participant in the Employee Stock Purchase Plan ("ESPP") of Sunquest
Information System, Inc. ("Sunquest"), you are receiving the enclosed tender
offer materials describing the offer by Sunshine Acquisition Corporation (the
"Purchaser"), a Pennsylvania corporation and an indirect wholly-owned subsidiary
of Misys plc, a public company organized under the laws of England ("Misys"), to
purchase any and all of the outstanding shares of common stock, no par value per
share (the "Shares") of Sunquest, other than Shares already owned by Misys and
its affiliates, at a price of $24.00 per Share, net to the seller in cash.
Mellon Investor Services LLC ("Mellon"), or its nominee, is the holder of
record for your account of the Shares acquired by you under the ESPP (the "ESPP
Shares"). Thus, if you wish to tender any or all of your ESPP Shares, you must
instruct us to do so on your behalf.
THESE MATERIALS NEED YOUR IMMEDIATE ATTENTION.
IF YOU WANT TO TENDER YOUR ESPP SHARES, YOU MUST USE THE ENCLOSED DIRECTION
FORM TO INSTRUCT US TO DO SO. If you do not properly complete the Direction Form
or do not return it to us by the deadline specified, or as extended, you will be
deemed to have directed us NOT to tender your ESPP Shares. You may not use the
Letter of Transmittal included in this package to tender your ESPP Shares. The
Letter of Transmittal has been provided for information purposes only.
To properly complete the DIRECTION FORM to instruct us to tender your ESPP
Shares, you must do the following:
(1) Check either Box 1 or Box 2 in BOX A on the face of the Direction Form.
CHECK ONLY ONE BOX.
- CHECK BOX 1 if you want to direct us to tender ALL of the Shares
credited to your ESPP account.
- CHECK BOX 2 if you want to direct us to tender only a portion of the
Shares credited to your ESPP account. Specify the whole number of
Shares credited to your ESPP account that you want to direct us to
tender in accordance with the terms of the Offer. If the number of
Shares you specify is less than 100% of the Shares credited to your
ESPP account, you will be deemed to have instructed us NOT to tender
the balance of the Shares credited to your ESPP account.
(2) Complete Box B (if required) and Box C.
(3) Complete, date and sign the DIRECTION FORM in the spaces provided at
the end of the Direction Form.
(4) Return the form to Mellon so that it is received by Mellon not later
than 5:00 p.m., New York City time, on Wednesday, July 25, 2001 as
follows:
(i) Mail to:
Reorganization Department
PO Box 3301
South Hackensack, NJ 07606
(ii) Overnight Courier to:
Reorganization Department
85 Challenger Road
Mail Stop -- Reorg
Ridgefield Park, NJ 07660
(iii) Hand delivery to:
Reorganization Department
120 Broadway
13th Floor
New York, NY 10271
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO ESPP PARTICIPANTS
This summary of the material United States federal income tax consequences
of the Offer and the Merger (as described in the accompanying Offer to Purchase)
for ESPP participants is for general information only and is based on the law as
currently in effect. This summary does not discuss all of the tax consequences
that may be relevant to an ESPP participant in light of a participant's
particular circumstances. If you hold Shares other than in your ESPP account,
please see the Offer to Purchase for, among other things, a summary of the
United States federal income tax consequences applicable to you in such
capacity.
ESPP participants are urged to consult their own tax advisors as to the
particular tax consequences to them of the Offer and the Merger, including the
effect of United States state and local tax laws or foreign tax laws.
The receipt by an ESPP participant of cash for Shares pursuant to the Offer
or the Merger will be a taxable transaction under the United States Internal
Revenue Code of 1986, as amended (the "Code"). The disposition of your ESPP
Shares in the Offer or the Merger will be considered a disqualifying disposition
of your ESPP Shares under the Code.
Upon disposition of your ESPP Shares in the Offer or the Merger, you will
recognize ordinary income in the year of the disposition equal to the excess of
(a) the fair market value of your ESPP Shares on the purchase date under the
ESPP over (b) the purchase price you paid under the ESPP for your ESPP Shares.
Any additional gain or loss upon the disposition of your ESPP Shares will be
recognized as a capital gain or capital loss. The applicable capital gain rate
will depend on the period of time you held the ESPP Shares.
ESPP PARTICIPANTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
FEDERAL INCOME TAX TREATMENT OF A CAPITAL GAIN OR LOSS (INCLUDING LIMITATIONS ON
THE DEDUCTIBILITY OF A CAPITAL LOSS).
You may be subject to backup withholding at a rate of 31% unless you
provide your taxpayer identification number and certify that the number is
correct or properly certifies that you are awaiting a taxpayer identification
number, or unless an exemption is demonstrated to apply. See "The
Offer -- Procedure for Tendering Shares" in the Offer to Purchase. Backup
withholding is not an additional tax. Amounts so withheld can be refunded or
credited against the federal income tax liability of the holder of Shares,
provided appropriate information is forwarded to the Internal Revenue Service. A
TENDERING ESPP PARTICIPANT SHOULD COMPLETE THE SUBSTITUTE FORM W-9 THAT IS
INCLUDED IN THE ATTACHED DIRECTION FORM.
Please note that this discussion relates only to the federal income tax
consequences of the Offer and the Merger and that there may be additional state
law income tax consequences not disclosed herein. ESPP participants are urged to
consult their own tax advisors as to the state law income tax consequences of
the Offer and the Merger.
2
IMPORTANT
If you hold additional Shares as a public shareholder, you will be
receiving a further package of tender offer materials. Each package needs your
immediate and individual attention, as the instructions on tendering Shares may
vary depending upon how the Shares are held.
If you have any questions about your ESPP account or completing the
DIRECTION FORM, call Mellon at (201) 296-4860.
Very truly yours,
Mellon Investor Services LLC
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DIRECTION FORM
TO TENDER SHARES OF COMMON STOCK OF SUNQUEST INFORMATION SERVICES, INC.
HELD IN THE SUNQUEST INFORMATION SERVICES, INC. EMPLOYEE STOCK
PURCHASE PLAN
READ THE INSTRUCTIONS TO THE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
THIS DIRECTION FORM
DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) NUMBER OF SHARES OF COMMON STOCK OF SUNQUEST INFORMATION
(PLEASE CORRECT DETAILS IF INCORRECT (OR FILL IN, IF BLANK)) SERVICES, INC.
OWNED BY YOU IN THE EMPLOYEE STOCK PURCHASE PLAN
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TAXPAYER ID NUMBER:
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I, the undersigned, acknowledge receipt of the Offer to Purchase dated June
29, 2001 and the Letter of Transmittal for Shares held in my account under The
Sunquest Information Services, Inc. Employee Stock Purchase Plan ("ESPP"). This
Direction Form will instruct Mellon Investor Services LLC ("Mellon") to receive
on my behalf $24.00 per Share, net to me in cash and without interest thereon,
for each Share that Mellon holds for my account under the ESPP and tenders
pursuant to my instructions and on my behalf. I understand that if I have not
properly completed this form, Mellon will regard me as not having made a valid
tender with respect to any of the Shares held in my ESPP account.
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BOX A
(PLEASE CHECK ONLY ONE BOX)
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BOX 1 [ ] I direct Mellon to tender ALL of the Shares credited to my account under the ESPP in accordance with the terms
of the Offer.
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BOX 2 [ ] I direct Mellon to tender ________ Shares credited to my account under the ESPP, in accordance with the terms
of the Offer.
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4
[ ] Mark this box ONLY if you wish to provide for special
delivery instructions (Complete Box B below)
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BOX B
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6, 7 AND 8)
To be completed ONLY if the check for the purchase price
of Shares purchased (less the amount of any federal
income and backup withholding tax required to be
withheld) is to be mailed to someone other than the
undersigned or to the undersigned at an address other
than that shown below the undersigned's signature(s).
Mail to:
Name -------------------------------------------------
(Please Print)
Address -----------------------------------------------
--------------------------------------------------------
(Zip Code)
--------------------------------------------------------
(Taxpayer Identification No.)
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PART I -- Taxpayer Identification No. -- For All Accounts PART II -- For Payees
BOX C --------------------------------------------------------------------- Exempt from Backup
SUBSTITUTE Withholding, (see
FORM W-9 enclosed Guidelines)
Enter your taxpayer
DEPARTMENT OF THE TREASURY identification number in the
INTERNAL REVENUE SERVICE appropriate box. (For most Social Security Number
individuals and sole proprietors
PAYER'S REQUEST FOR this is your social security OR
TAXPAYER IDENTIFICATION NO. number.
For other entities, it is your Employer Identification Number
Employer Identification Number.
If you do not have a number, see
"How to Obtain a TIN" in the
enclosed Guidelines.)
Note: If the account is in more
than one name, see the chart on
page 2 of the enclosed
Guidelines to determine what
number to enter.
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Certification -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me) and either (a) I have
mailed or delivered an application to receive a taxpayer identification
number to the appropriate Internal Revenue Service Center or Social
Security Administration Office or (b) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a
taxpayer identification number within 60 days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number;
(2) I am not subject to backup withholding either because (a) I am exempt from
backup withholding, (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of
failure to report all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding.
(3) Any information provided on this form is true, correct and complete.
Signature ---------------------------------------- Date ---------------, 2001
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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BY SIGNING BELOW, THE UNDERSIGNED HEREBY:
(1) Tenders to Sunshine Acquisition Corporation (the "Purchaser"), a
Pennsylvania corporation and a wholly-owned subsidiary of Kristy, Inc., a
Delaware Corporation and an indirect wholly-owned subsidiary of Misys plc, a
public company organized under the laws of England, the above-described shares
of common stock, no par value per share (the "Shares"), of Sunquest Information
Systems, Inc., a Pennsylvania corporation ("Sunquest"), upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase dated
June 29, 2001, and in the Letter of Transmittal dated June 29, 2001 and in this
Direction Form (which collectively constitute the "Offer"), receipt of which is
hereby acknowledged.
(2) Upon the terms and subject to the conditions of the Offer and effective
upon acceptance for payment of and payment for the Shares tendered herewith,
sells, assigns and transfers to, or upon the order of, the Purchaser all right,
title and interest in and to all the Shares that are being tendered hereby (and
any and all other Shares or other securities or rights issued or issuable in
respect thereof) and irrevocably constitutes and appoints the Depositary for the
Offer (the "Depositary"), the true and lawful agent and attorney-in-fact of the
undersigned, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to the full extent
of the undersigned's rights with respect to such Shares (and any such other
Shares or securities or rights), (i) to deliver certificates for such Shares
(and all such other Shares or securities or rights), or transfer ownership of
such Shares (and all such other Shares or securities or rights) on the account
books maintained by the Book-Entry Transfer Facility, together, in any such
case, with all accompanying evidences of transfer and authenticity, to or upon
the order of the Purchaser, (ii) to present such Shares (and all such other
Shares or securities or rights) for transfer on the books of Sunquest and (iii)
to receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and all such other Shares or securities or rights),
all in accordance with the terms of the Offer.
(3) Irrevocably appoints Ross Graham and Strone Macpherson, and each of
them, and any other designees of the Purchaser, the attorneys and proxies of the
undersigned, each with full power of substitution, to vote at any annual,
special or adjourned meeting of shareholders of Sunquest or otherwise in such
manner as each such attorney and proxy or his substitute shall in his or her
sole discretion deem proper, with respect to, to execute any written consent
concerning any matter as each such attorney-in-fact and proxy or his or her
substitute shall in his or her sole discretion deem proper with respect to, and
to otherwise act as each such attorney-in-fact and proxy or his or her
substitute shall in his or her sole discretion deem proper with respect to, the
Shares tendered hereby that have been accepted for payment by the Purchaser
prior to the time of any such action is taken and with respect to which the
undersigned is entitled to vote (and any and all other Shares or other
securities or rights issued or issuable in respect of such Shares). This power
of attorney and proxy are irrevocable and are granted in consideration of, and
is effective upon, the acceptance for payment of such Shares by the Purchaser in
accordance with the terms of the Offer. Such acceptance for payment shall revoke
any other proxy or written consent granted by the undersigned at any time with
respect to such Shares (and all such other Shares or securities or rights), and
no subsequent proxies will be given or written consents will be executed by the
undersigned (and if given or executed, will not be deemed to be effective).
(4) Represents and warrants that the undersigned has full power and
authority to tender, sell, assign and transfer the Shares tendered hereby (and
any and all other Shares or other securities or rights issued or issuable in
respect of such Shares) and, when the same are accepted for payment by the
Purchaser, the Purchaser will acquire good title thereto, free and clear of all
liens, restrictions, claims and encumbrances and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute any additional
documents deemed by the Depositary or the Purchaser to be necessary or desirable
to complete the sale, assignment and transfer of the tendered Shares (and any
and all such other Shares or securities or rights).
(5) Consents that all authority herein conferred or agreed to be conferred
shall survive the death or incapacity of the undersigned, and any obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated in
the Offer to Purchase, this tender is irrevocable.
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EX-99.A.1.C | Last Page of 7 | TOC | 1st | Previous | Next | ↓Bottom | Just 7th |
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(6) Understands that tenders of Shares pursuant to the instructions hereto
will constitute a binding agreement between the undersigned and the Purchaser
upon the terms and subject to the conditions of the Offer.
(7) Requests that the check for the purchase price of any Shares purchased
be issued in the name(s) of the undersigned. Similarly, unless otherwise
indicated under "Special Delivery Instructions", please mail the check for the
purchase price of any Shares purchased to the undersigned at the address shown
below the undersigned's signature(s).
SIGN HERE
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Signature
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Daytime Area Code and Telephone Number(s)
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Tax Identification or Social Security Number(s)
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Please print name(s) and address(es) here
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Date
7
Dates Referenced Herein and Documents Incorporated by Reference
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