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[BAS LETTERHEAD]
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
THE CHERRY CORPORATION
AT
$26.40 NET PER SHARE
BY
CABO ACQUISITION CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JULY 13, 2000, UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees: June 15, 2000
We are writing to you in connection with the offer by CABO Acquisition
Corp., a Delaware corporation ("Purchaser"), to purchase any and all outstanding
shares of common stock, par value $1.00 per share (the "Shares"), of The Cherry
Corporation, a Delaware corporation (the "Company"), not owned by the Cherry
Family Members (as defined below), at a price of $26.40 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 June 15, 2000 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Offer")
enclosed herewith. The Offer is being made in connection with the Agreement and
Plan of Merger, dated as of June 5, 2000 (the "Merger Agreement"), between
Purchaser and the Company. Purchaser was formed by Peter B. Cherry and certain
affiliates of Peter B. Cherry (the "Cherry Family Members"). Mr. Cherry is the
President and Chairman of the Company. Holders of Shares whose certificates for
such Shares (the "Certificates") are not immediately available or who cannot
deliver their Certificates and all other required documents to Harris Trust and
Savings Bank (the "Depositary") or complete the procedures for book-entry
transfer prior to the Expiration Date (as defined under "THE TENDER
OFFER--Procedures for Tendering Shares" of the Offer to Purchase) must tender
their Shares according to the guaranteed delivery procedures set forth under
"THE TENDER OFFER--Procedures for Tendering Shares" of the Offer to Purchase.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer that number of
Shares that represents more than 67% of the then outstanding Shares (when taken
together with Shares beneficially owned by Purchaser and the Cherry Family
Members), (ii) the absence of a material adverse effect with respect to the
Company, (iii) the Company not breaching or failing to comply in any material
respect with any of its material obligations contained in the Merger Agreement,
and (iv) the Company's representations and warranties contained in the Merger
Agreement being true in all material respects. The Offer is also subject to the
other terms and conditions set forth in the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares in your name or in the name of your nominee.
Enclosed herewith for your information and for forwarding to your clients
are copies of the following documents:
1. The Offer to Purchase, dated June 15, 2000.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Manually signed facsimile copies of the Letter
of Transmittal may be used to tender Shares.
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3. A letter to stockholders of the Company from Robert B. McDermott,
Chairman of the Special Committee of the Board of Directors of the Company,
together with a Solicitation/Recommendation Statement on Schedule 14D-9
filed by the Company with the Securities and Exchange Commission and mailed
to the stockholders of the Company.
4. The Notice of Guaranteed Delivery for Tender of Shares to be used to
accept the Offer if the guaranteed delivery procedures set forth under "THE
TENDER OFFER--Procedures for Tendering Shares" of the Offer to Purchase are
to be followed.
5. A printed form of a letter which may be sent to your clients for
whose accounts you hold Shares registered in your name, with space provided
for obtaining such clients' instructions with regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JULY 13, 2000, UNLESS
THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $26.40 per Share, net to the seller in cash,
without interest.
2. The Offer is being made for any and all of the outstanding Shares,
subject to the conditions set forth in the Offer to Purchase.
3. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the transfer of Shares pursuant to the
Offer. However, federal income tax backup withholding at a rate of 31% may
be required unless an exemption is available or unless the required taxpayer
identification information is provided. See "Important Tax Information" of
the Letter of Transmittal.
4. The Board of Directors of the Company (the "Board") by a unanimous
vote of all directors present at a meeting on June 4, 2000, based on, among
other things, the recommendation of a special committee comprised of
independent directors, (i) determined that the Merger (as defined in the
Offer to Purchase) is advisable and that the terms of the Offer and Merger,
the Merger Agreement and the consummation of the transactions contemplated
thereby are fair to, and in the best interests of, the Company and its
stockholders (other than Purchaser and the Cherry Family Members),
(ii) approved the Offer and the Merger and approved the Merger Agreement,
and (iii) recommended that the stockholders of the Company accept the Offer
and, if required by law, approve the Merger and approve and adopt the Merger
Agreement.
5. Notwithstanding any other provision of the Offer, 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 pursuant to the
procedures set forth under "THE TENDER OFFER--Procedures for Tendering
Shares" of the Offer to Purchase or a timely confirmation of a book-entry
transfer ("Book-Entry Confirmation") with respect to such Shares, (b) a
properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof) with any required signature guarantees or an
Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry delivery of Shares, 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 are actually received by the Depositary.
In order to take advantage of the Offer, (i) a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof) with any
required signature guarantees or an Agent's Message in connection with a
book-entry delivery of Shares, and any other documents required by the Letter of
Transmittal should be sent to the Depositary and (ii) Certificates representing
the tendered Shares or a timely Book-Entry Confirmation should be delivered to
the Depositary in accordance with the instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Certificates or other required documents or complete the
procedures for book-entry transfer prior to the Expiration Date, a tender may be
effected
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by following the guaranteed delivery procedures specified under "THE TENDER
OFFER-- Procedures for Tendering Shares" of the Offer to Purchase.
None of Purchaser or any officer, director, agent or other representative of
Purchaser will pay any fees or commissions to any broker, dealer or other person
(other than the Depositary, Banc of America Securities LLC (the "Dealer
Manager") and Morrow & Co., Inc. (the "Information Agent") as described in the
Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer.
Purchaser will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. Purchaser will pay or cause to be paid any transfer taxes payable
on the transfer of Shares to it, except as otherwise provided in Instruction 6
of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth on the back cover of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust companies.
Very truly yours,
Banc of America Securities LLC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF PURCHASER, THE DEPOSITARY, THE DEALER MANAGER,
THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
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