EXHIBIT(A)(5)
OFFER TO PURCHASE FOR CASH
UP TO 375,000 SHARES OF
SONOMAWEST HOLDINGS, INC.
COMMON STOCK AT $8.00 NET PER SHARE
BY
SONOMAWEST HOLDINGS, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., PACIFIC TIME, ON
FEBRUARY 15, 2001 UNLESS THE OFFER IS EXTENDED.
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January 8, 2001
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated January 8,
2001 (the "Offer to Purchase") and the Letter of Transmittal (which, as amended
or supplemented from time to time, together constitute the "Offer") in
connection with the Offer by SonomaWest Holdings, Inc., a California corporation
(the "Company"), to purchase up to 375,000 shares of its common stock, no par
value (the "Shares"), at a purchase price of $8.00 per Share net to the seller
in cash without interest thereon and subject to reduction for any applicable
federal backup or other withholding or stock transfer taxes, upon the terms and
subject to the conditions set forth in the Offer. In the event more than 375,000
Shares are validly tendered and not withdrawn before the Expiration Date, the
company will accept for payment, and thereby purchase, Shares, other than Odd
Lots, on a pro rata basis upon the terms and subject to the conditions of the
Offer. Shares not purchased because of proration will be returned at the
Company's expense to the stockholders who tendered such Shares as soon as
practicable after the Expiration Date. The Company reserves the right, in its
sole discretion, to purchase more than 375,000 Shares pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, if at the
Expiration Date more than 375,000 Shares are validly tendered and not withdrawn,
the Company will buy Shares first from any person who owned beneficially or of
record as of the close of business on January 8, 2001 and who continues to own
beneficially or of record as of the Expiration Date, an aggregate of fewer than
100 Shares and who validly tenders all their Shares, and then on a pro rata
basis from all other stockholders who validly tender Shares (and do not withdraw
such Shares prior to the Expiration Date).
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 Continental Stock Transfer &
Trust Company (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 "THE OFFER - 3. Procedures for Accepting the
Offer and Tendering Shares" in the Offer to Purchase.
We are the holder of record (directly or indirectly) of Shares for your
account. A tender of such Shares can be made only by us or our nominees as the
holder of record and pursuant to your instructions. The enclosed Letter of
Transmittal are 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 $8.00 per Share, net to you in cash, without
interest thereon, upon the terms and subject to the conditions
set forth in the Offer.
<PAGE>
2. The Offer is being made for up to 375,000 Shares.
3. Any stock transfer taxes applicable to the sale of Shares to the
Company pursuant to the Offer will be paid by the Company, except
as otherwise provided in Instruction 6 of the Letter of
Transmittal.
4. The Offer, proration period and withdrawal rights will expire at
5:00 p.m., Pacific Time, on February 15, 2001, unless the Offer
is extended.
5. Payment for Shares purchased pursuant to the Offer will in all
cases be made only after timely receipt by the Depositary of: (i)
Share Certificates or timely confirmation of the book-entry
transfer of such Shares into the account maintained by the
Book-Entry Transfer Facility (as described in the Offer to
Purchase), pursuant to the procedures set forth in "THE OFFER -
3. Procedures for Accepting Offer and Tendering Shares" in the
Offer to Purchase; (ii) the Letter of Transmittal (or a
facsimile(s) 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 (iii) 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.
6. If (i) you owned beneficially or of record as of the close of
business on January 8, 2001 and continue to own beneficially or
of record as of the Expiration Date an aggregate of fewer than
100 Shares; (ii) you instruct us to tender on your behalf all
such Shares prior to the Expiration Date; and (iii) you completed
the section entitled "Odd Lots," the Company, upon the terms and
subject to the conditions of the Offer, will accept all such
Shares for purchase before proration, if any, of the purchase of
other Shares validly tendered.
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 below.
If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified in your instructions. 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. If you do not instruct us to tender your Shares, they
will not be tendered.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. The Company 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 the Company becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of the Shares pursuant thereto, the Company 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, the Company 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.
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<PAGE>
INSTRUCTIONS
WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
UP TO 375,000 SHARES OF COMMON STOCK OF
SONOMAWEST HOLDINGS, INC.
BY
SONOMAWEST HOLDINGS, INC.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase dated January 8, 2001 (the "Offer to Purchase") and the Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer") in connection with the Offer by SonomaWest Holdings,
Inc., a California corporation (the "Company"), to purchase up to 375,000 shares
of its common stock, no par value (the "Shares"), at a purchase price of $8.00
per Share net to the seller in cash without interest thereon and subject to
reduction for any applicable federal backup or other withholding or stock
transfer taxes, upon the terms and subject to the conditions set forth in the
Offer.
This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
NUMBER OF SHARES TO BE TENDERED: _________________________ SHARES
* Unless otherwise indicated, it will be assumed that you instruct us to
tender all Shares held by us for your account.
ODD LOTS
[ ] By checking this box the undersigned represents that the undersigned
owned beneficially or of record as of the close of business on January 8, 2001
and continues to own, beneficially or of record as of the Expiration Date, an
aggregate of fewer than 100 Shares and is tendering all of such Shares.
SIGN HERE
NAME:----------------------------------------
ADDRESS:-------------------------------------
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SIGNATURE(S):--------------------------------
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