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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase dated November 14, 2000 and the related Letter of
Transmittal and any amendments or supplements thereto and is being made
to all holders of Shares. The Purchaser (as defined below) is not aware
of any state or jurisdiction where the making of the Offer is prohibited
by any applicable law. If the Purchaser becomes aware of any state or
jurisdiction where the making of the Offer or the acceptance of Shares
is not in compliance with any applicable law, the Purchaser will make
a good faith effort to comply with such law. If, after such good
faith effort, the Purchaser cannot comply with such law, the
Offer will not be made to (nor will tenders be accepted from
or on behalf of) the holders of Shares residing in such state or
jurisdiction. In any state or jurisdiction where the 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 the Purchaser by a Dealer Manager or
one or more registered brokers or dealers licensed
under the laws of such state or jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
HOLT'S CIGAR HOLDINGS, INC.
AT A PURCHASE PRICE OF
$5.50 PER SHARE
BY
HCH ACQUISITION CORP.
HCH Acquisition Corp., a Delaware corporation (the "Purchaser") is
offering to purchase all of the outstanding shares of common stock, par value
$.001 per share (the "Shares"), of HOLT'S CIGAR HOLDINGS, INC., a Delaware
corporation (the "Company"), not already owned by the Fuente Investment
Partnership, a partnership whose interests are beneficially owned by Carlos A.
Fuente, Sr., Carlos P. Fuente, Jr. and Cynthia Fuente Suarez and Robert G. Levin
(collectively, the "Purchaser Stockholders"), at a price of $5.50 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated November 14, 2000 (the
"Offer to Purchase") and in the related Letter of Transmittal (which, as they
may be amended and supplemented from time, together constitute the "Offer"). The
Offer is being made in connection with an Agreement and Plan of Merger, dated as
of November 8, 2000 (the "Merger Agreement"), among the Purchaser and the
Purchaser Stockholders and the Company.
Stockholders of record who tender directly to the Depositary (as defined
below) will not be obligated to pay brokerage fees or commissions or, subject to
Instruction 6 of the Letter of Transmittal, stock transfer taxes, if any, on the
purchase of Shares by the Purchaser pursuant to the Offer. Stockholders who hold
their shares through a broker or bank should consult such institution as to
whether it charges any service fees. The Purchaser will pay all charges and
expenses of the Continental Stock Transfer & Trust Company which is acting as
the depositary (the "Depositary") and D.F. King & Co Inc., which is acting as
the information agent (the "Information Agent"), incurred in connection with the
Offer.
The Offer is conditioned upon, among other things, (i) there having been
validly tendered and not withdrawn prior to the expiration of the tender offer a
majority of the outstanding shares of common stock not currently owned by the
Parent Stockholders; (ii) the Purchaser having available at the expiration of
the Offer the financing pursuant to a loan agreement dated November 8, 2000, by
and between the Purchaser and First Union National Bank; (iii) the Board of
Directors of the Company and the special committee of independent directors of
the Company (the "Special Committee") not having withdrawn or modified, in a
manner adverse to the Purchaser, its approval of the Offer and its
recommendation that the stockholders of the Company tender their Shares pursuant
to the Offer; and (iv) the absence of judicial and governmental action
prohibiting the Offer and any materially adverse change in the condition of the
Company's business. The Offer also is subject to other terms and conditions
described in Section 12 of the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY, INCLUDING THE SPECIAL COMMITTEE,
HAS APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER, AND HAS DETERMINED
THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST
INTERESTS OF, THE HOLDERS OF THE SHARES (OTHER THAN THE PURCHASER AND THE
PURCHASER STOCKHOLDERS) (COLLECTIVELY, THE "HOLDERS") AND UNANIMOUSLY RECOMMENDS
THAT THE HOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment (and thereby purchased) Shares validly tendered and not properly
withdrawn if, as and when the Purchaser gives oral or written notice to the
Depositary of its acceptance of such Shares for payment pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, payment for Shares
accepted pursuant to the Offer will be made by deposit of the purchase price
therefor with the Depositary, which will act as agent for tendering Holders, for
the purpose of receiving payments from the Purchaser and transmitting payments
to such tendering Holders whose Shares have theretofore been accepted for
payment. In all cases, payment for Shares pursuant to the Offer will be made
only after timely receipt by the Depositary of (i) the certificates evidencing
such Shares or, in the case of Shares held in book-entry form, timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in "THE OFFER, Section
3" of the Offer to Purchase), (ii) a duly executed Letter of Transmittal (or a
facsimile thereof) or, in the case of a book-entry transfer, an Agent's Message
(as defined, in "THE OFFER, SECTION 2" of the Offer to Purchase) and (iii) all
other documents required by the Letter of Transmittal. UNDER NO CIRCUMSTANCES
WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR THE TENDERED SHARES, REGARDLESS
OF ANY DELAY IN MAKING SUCH PAYMENT OR EXTENSION OF THE EXPIRATION DATE. The
"Expiration Date" shall mean 12:00 Midnight, New York City time, on December 14,
2000, unless and until the Purchaser, in accordance with the terms of the Offer
and the Merger Agreement, shall have extended the period of time during which
the Offer is open, in which event the term "Expiration Date" shall mean the
latest time and date at which the Offer, as so extended by
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the Purchaser, shall expire.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission (the "Commission") and any other U.S. or foreign regulatory
or governmental authority and applicable law, the Purchaser expressly reserves
the right, in its sole discretion (but subject to the terms of the Offer to
Purchase and the Merger Agreement), at any time or from time to time, to extend
the period of time during which the Offer is open by giving oral or written
notice of such extension to the Depositary. Subject to the applicable rules and
regulations of the Commission and to applicable law, the Purchaser also
expressly reserves the right, in its sole discretion (but subject to the terms
and conditions of the Offer to Purchase and the Merger Agreement), at any time
and from time to time: (i) to delay acceptance for payment of, or, regardless of
whether such Shares were theretofore accepted for payment, payment for, any
Shares pending receipt of any regulatory approval required in order to comply in
whole or in part with any applicable law; (ii) to terminate the Offer and not
accept for payment any Shares if any of the conditions referred to in "THE
OFFER, Section 12" of the Offer to Purchase are not satisfied or any of the
events specified in "THE OFFER, Section 12" of the Offer to Purchase have
occurred; and (iii) to waive any condition, or otherwise amend the Offer in any
respect, in each case by giving oral or written notice of such delay,
termination, waiver or amendment to the Depositary and by making a public
announcement thereof. During any such extension, all Shares previously tendered
and not properly withdrawn will remain subject to the Offer, subject to the
right of a tendering Holder to withdraw such Holder's Shares. Any such
extension, delay, termination, waiver or amendment will be followed, as promptly
as practicable, by a public announcement thereof by no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rules 14d-4(c), 14d-6(d)
and 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which require that material changes be promptly disseminated to Holders
in a manner reasonably designed to inform them of such changes) and without
limiting the manner in which the Purchaser may choose to make any public
announcement, the Purchaser will have no obligation to publish, advertise or
otherwise communicate any such public announcement.
Except as otherwise provided below, tenders of Shares made pursuant to the
Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn
any time prior to 12:00 Midnight, New York City time on December 14, 2000.
Thereafter, such tenders are irrevocable, except that they may be withdrawn at
any time after January 17, 2001, unless theretofore accepted for payment as
provided in the Offer to Purchase. No Shares tendered pursuant to the Offer
during any Subsequent Offering Period (as defined in Rule l4d-l(g)(8) of the
Exchange Act), if applicable, may be withdrawn unless they are not immediately
accepted and promptly paid for as they are tendered. For a withdrawal to be
effective, a written telegraphic or facsimile transmission notice of withdrawal
must be timely received by the Depositary at one of its addresses set forth in
the Offer to Purchase. Any such notice of withdrawal must specify the name of
the person who tendered the Shares to be withdrawn, the number of shares to be
withdrawn, and the name of the registered Holder, if different from that of the
person who tendered such Shares. If certificates for Shares have been delivered
or otherwise identified to the Depositary, then, prior to the physical release
of such certificates, the serial numbers shown on such certificates must be
submitted to the Depositary and, unless such Shares have been tendered by an
Eligible Institution (as defined in "THE OFFER, Section 3" of the Offer to
Purchase), the signatures on the notice of withdrawal must be guaranteed by an
Eligible Institution. If Shares have been delivered pursuant to the procedures
for book-entry transfer as set forth in "THE OFFER, Section 3" of the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account at the appropriate Book-Entry Transfer Facility to be credited with the
withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's
procedures.
All questions as to the form and validity including time of receipt of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding. None of the
Purchaser, the Depositary, the Information Agent or any other person will
be under any duty to give notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification. Any Shares properly withdrawn will thereafter be deemed not
validly tendered for purposes of the Offer, but may be retendered at any time
prior to the Expiration Date by following any of the procedures described in
"THE OFFER, Section 3" of the Offer to Purchase.
The Company has provided the Purchaser with the Company's list of Holders
and security position listing in respect of Shares for the purpose of
disseminating the Offer to the Holders. The Offer to Purchase, the Letter of
Transmittal and any other related materials will be mailed to record holders
whose names appear on the Company's list of Holders or, if applicable, who are
listed as participants in a clearing agency's security position listing.
The information required to be disclosed by paragraph d(1) of Rule 14d-6
under the Exchange Act is contained in the Offer to Purchase and is incorporated
herein by reference.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Any questions or requests for assistance or additional copies of the Offer
to Purchase, the Letter of Transmittal and other tender offer materials may be
directed to the Information Agent as set forth below, and copies will be
furnished promptly at the Purchaser's expense. Neither the Purchaser nor other
related persons will pay any fees or commissions to any broker or dealer or
other person (other than the Depositary and the Information Agent) in connection
with the solicitation of tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 Water Street
New York, N.Y. 10005
Banks and Brokerage Firms, Call Collect: (212) 269-5550
All Others, Call Toll Free: (800) 207-3158
November 14, 2000
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, DECEMBER 14, 2000, UNLESS THE OFFER IS EXTENDED.
