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EXHIBIT 99(a)(1)(E)
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.
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.
September 8, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated September 8,
2000 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with amendments or supplements thereto, collectively constitute the
"Offer") relating to the Offer by Perkins Acquisition Corp., a New York
corporation ("Purchaser") and a wholly owned subsidiary of Perkins Papers Ltd.,
a Canada corporation ("Parent"), 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"), upon the terms and subject to the conditions
set forth in the Offer. Also enclosed is the Letter to Stockholders of the
Company from the Chairman, President and Chief Executive Officer of the Company
accompanied by the Company's Solicitation/Recommendation Statement on
Schedule 14D-9.
WE (OR OUR NOMINEES) ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.
We request instructions as to whether you wish to tender any of or all the
Shares held by us for your account pursuant to the terms and conditions set
forth in the Offer.
Your attention is directed to the following:
1. The offer price is $4.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions of
the Offer.
2. The Offer is being made for all outstanding Shares, subject to the
conditions set forth in the Offer.
3. 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, as soon as practicable
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"). At the effective time of 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
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converted into the right to receive the price per Share paid pursuant to the
Offer in cash, without interest, as set forth in the Merger Agreement and
described in the Offer to Purchase. The Purchaser may assign any or all of
its rights and obligations (including the right to purchase Shares in the
Offer) to Parent or any wholly owned subsidiary of Parent, but no such
assignment shall relieve the Purchaser of its obligations under the Merger
Agreement, nor Parent of its obligations to ensure the Purchaser's
performance of its obligations under the Merger Agreement.
4. 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.
5. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, OCTOBER 5, 2000 (THE "EXPIRATION DATE"), UNLESS THE
OFFER IS EXTENDED BY THE PURCHASER, IN WHICH EVENT THE TERM "EXPIRATION
DATE" SHALL MEAN THE LATEST TIME AT WHICH THE OFFER, AS SO EXTENDED BY THE
PURCHASER, WILL EXPIRE.
6. The Offer is subject to satisfaction of certain conditions as set
forth in the Merger Agreement, 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.
7. Any stock transfer taxes applicable to a sale of Shares to the
Purchaser will be borne by the Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
8. Tendering stockholders will not be obligated to pay brokerage fees or
commissions to the Depositary or the Information Agent or, except as set
forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the
purchase of Shares by the Purchaser pursuant to the Offer. However, federal
income tax backup withholding at a rate of 31% may be required, unless an
exemption is provided or unless the required taxpayer identification
information is provided. See Instruction 9 of the Letter of Transmittal.
If you wish to have us tender any of or all the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form on the detachable part hereof. An envelope to return
your instructions to us is enclosed. If you authorize the tender of your Shares,
all such Shares will be tendered unless otherwise specified on the detachable
part hereof. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
Payment for Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by Harris Trust Company of New York (the
"Depositary") of (a) certificates for (or a timely Book-Entry Confirmation (as
defined in the Offer to Purchase) with respect to) such Shares, (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
effected pursuant to the procedures set forth in Section 2 of the Offer to
Purchase, an Agent's Message, 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
with respect
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to Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE
PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH
PAYMENT.
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.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
WYANT CORPORATION
The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase
of Perkins Acquisition Corp., dated September 8, 2000 (the "Offer to Purchase")
and the related Letter of Transmittal relating to shares of Common Stock, par
value $0.01 per share (the "Shares"), of Wyant Corporation, a New York
corporation.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, on the terms and subject to the
conditions set forth in the Offer to Purchase and related Letter of Transmittal.
Number of Shares to be Tendered:* ___________________________________ Shares
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SIGN HERE
Signature(s) _______________________________________________________________
Please Type or Print Name(s) _______________________________________________
____________________________________________________________________________
____________________________________________________________________________
Type or Print Address(es) __________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Area Code and Telephone Number _____________________________________________
Taxpayer Identification or Social Security No. _____________________________
Dated: __________________, 2000
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* Unless otherwise indicated, it will be assumed that all your Shares are to
be tendered.
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