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Exhibit 99(a)(1)(h)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE, DATED
SEPTEMBER 8, 2000 AND THE RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR
SUPPLEMENTS THERETO. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH
THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
WYANT CORPORATION
AT
$4.00 NET PER SHARE
BY
PERKINS ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
PERKINS PAPERS LTD.
Perkins Acquisition Corp., a New York corporation (the "Purchaser") and a wholly
owned subsidiary of Perkins Papers Ltd., a Canada corporation ("Parent"), is
offering to purchase all outstanding shares of common stock, par value $0.01 per
share (the "Shares"), of Wyant Corporation, a New York corporation (the
"Company"), at a price of $4.00 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 September 8, 2000 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, OCTOBER 5, 2000, UNLESS THE OFFER IS EXTENDED.
The Offer is subject to satisfaction of certain conditions as set forth in the
Merger Agreement (defined below), including the expiration of the applicable
waiting periods under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the Competition Act (Canada), but is not conditioned upon
there being validly tendered and not withdrawn prior to the expiration of the
Offer any minimum number of Shares.
The Offer is being made pursuant to the Agreement and Plan of Merger dated as of
August 30, 2000 (the "Merger Agreement"), among Parent, the Purchaser and the
Company, pursuant to which, following the consummation of the Offer and the
satisfaction or waiver of certain conditions, the Purchaser will be merged with
and into the Company, with the surviving entity becoming a wholly owned
subsidiary of Parent (the "Merger"). In the Merger each outstanding Share (other
than Shares owned by Parent, the Purchaser or the Company or any subsidiary of
Parent or the Company (or by stockholders, if any, who are entitled to and
properly exercise appraisal rights under New York law)) will be converted into
the right to receive $4.00 in cash, without interest thereon.
Parent and Purchaser have entered into a stock purchase agreement, dated August
30, 2000, with James A. Wyant and certain members of his family (the "Stock
Purchase Agreement"), who control the majority of the outstanding Shares,
requiring them to cause the tender of those Shares in the Offer.
Consummation of the Merger is subject to a number of conditions, including
approval by the stockholders of the Company holding at least a majority of the
outstanding Shares in the event that fewer than 90% of the outstanding Shares
are acquired by the Purchaser pursuant to the Offer. In the event the Purchaser
acquires 90% or more of the outstanding Shares pursuant to the Offer, the
Purchaser will be able to merge with and into the Company pursuant to the
"short-form" merger provisions of the New York Business Corporation Law, without
prior notice to, or any action by, any other stockholder of the Company.
In any event, stockholder approval of the Merger is assured because, pursuant to
the Stock Purchase Agreement, and subject to the provisions thereof, a majority
of the outstanding Shares will be tendered in the Offer, and the Purchaser will
accept for payment such Shares and will possess, upon consummation of the Offer,
sufficient voting power to cause the Company to consummate the Merger without
the affirmative vote of any other stockholder of the Company.
The Board of Directors of the Company by unanimous vote of all directors present
at a meeting held on August 30, 2000 (i) determined that the Merger is advisable
and that the terms of the Offer and Merger are fair to and in the best interests
of the Company and its stockholders, (ii) approved the Offer and the Merger and
adopted and approved the Merger Agreement and (iii) recommended that the
Company's stockholders accept the Offer and, if approval is required by
applicable law, approve the Merger and approve and adopt the Merger Agreement.
The purpose of the Offer is to enable Parent to acquire control of the Company
and is a first step to acquire all of the outstanding Shares. The purpose of the
Merger is to acquire all outstanding Shares not tendered and purchased pursuant
to the Offer or otherwise. Following completion of the Offer and the Merger,
Parent intends to operate the Company as a subsidiary of Parent under the
direction of Parent's management. Parent's principal reason for acquiring the
Company is the strategic fit of the Company's operations with Parent's
operations.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered to the Purchaser and not
properly withdrawn as, if and when the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance for payment of such Shares. Upon
the terms and subject to the conditions of the Offer, payment for Shares
accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary for the Offer, which will act as an
agent for tendering stockholders for the purpose of receiving payment from the
Purchaser and transmitting payment to tendering stockholders whose Shares have
been accepted for payment. 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) the certificates for such Shares or timely confirmation of book-entry
transfer of such Shares into the Depositary's account at the Book-Entry Transfer
Facility (as defined in the Offer to Purchase) pursuant to the procedures
described in Section 2 of the Offer to Purchase, (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, an Agent's
Message (as defined in the Offer to Purchase), and (c) any other documents
required by the Letter of Transmittal.
Under no circumstances will interest be paid on the purchase price for tendered
Shares, regardless of any extension of or amendment to the Offer or any delay in
paying for such Shares.
The term "Expiration Date" means 12:00 midnight, New York City time, on
Thursday, October 5, 2000, unless and until the Purchaser shall have extended
the period of time during which the Offer is open in accordance with the terms
of the Merger Agreement, in which event the term "Expiration Date" shall mean
the latest time and date on which the Offer, as so extended by the Purchaser,
will expire. Subject to the terms of the Merger Agreement and applicable rules
and regulations of the Securities and Exchange Commission (the "Commission"),
the Purchaser may, without the consent of the Company, and expressly reserves
the right (but shall not be obligated), to extend the Offer, and thereby delay
acceptance for payment of, and the payment for, any Shares, by giving oral or
written notice of such extension to the Depositary, (a) for any period required
by any rule, regulation, interpretation or position of the Commission or the
staff thereof applicable to the Offer, (b) for one or more periods of time that
the Purchaser determines, if at the Expiration Date any of the conditions to the
Purchaser's obligation to purchase Shares are not satisfied or waived; or (c)
for up to ten business days in the aggregate beyond the latest expiration date
that would otherwise be permitted under (a) or (b), if at the scheduled or any
extended expiration date of the Offer fewer than 90% of the then issued and
outstanding Shares have been validly tendered and not withdrawn in the Offer.
There can be no assurance that the Purchaser will exercise its right to extend
the Offer. Any such extension will be followed by a public announcement thereof
no later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer, subject
to the right of a tendering stockholder to withdraw such stockholder's Shares.
The Purchaser has no intention to make available a "subsequent offering period"
(within the meaning of Rule 14d-11 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), but retains the right but not the obligation to
do so under Rule 14d-11 and the Merger Agreement.
Except as otherwise provided below, tenders of Shares are irrevocable. Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment and paid for by the
Purchaser pursuant to the Offer, may also be withdrawn at any time after
Tuesday, November 7, 2000.
For a withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover of the Offer to Purchase and must specify the name of
the person having tendered the Shares to be withdrawn, the number of Shares to
be withdrawn and the name of the registered holder of the Shares to be
withdrawn, if different from the name of the person who tendered the 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 to Purchase), any and all signatures on the notice of withdrawal must
be guaranteed by an Eligible Institution. If Shares have been delivered pursuant
to the book-entry transfer procedures described in Section 2 of the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Shares and otherwise comply with the Book-Entry Transfer Facility's procedures.
Withdrawals of tenders of Shares may not be rescinded, and any Shares properly
withdrawn will thereafter be deemed not validly tendered for purposes of the
Offer. However, withdrawn Shares may be retendered by again following one of the
procedures described in Section 2 of the Offer to Purchase at any time prior to
the Expiration Date.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by the Purchaser in its sole discretion,
which determination will be final and binding.
The Offer to Purchase and the related Letter of Transmittal and other relevant
materials will be mailed to record holders of Shares, and will be furnished to
brokers, dealers, banks, trust companies and similar persons whose names, or the
names of whose nominees, appear on the Company's stockholder lists, which are
being requested by the Parent and the Purchaser, or, if applicable, who are
listed as participants in a clearing agency's security position listing, for
subsequent transmittal to beneficial owners of Shares. The information required
to be disclosed by Rule 14d-6(d)(1) under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
The Offer to Purchase and the Letter of Transmittal contain important
information that you should read before making any decision with respect to the
Offer.
Requests for copies of the Offer to Purchase, the Letter of Transmittal and all
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.
No fees or commissions will be payable to brokers, dealers or other persons
(other than the Information Agent) for soliciting tenders of Shares pursuant to
the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[MacKenzie Logo]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
E-mail: [email protected]
or
September 8, 2000 CALL TOLL-FREE (800) 322-2885
