EXHIBIT (a)(1)(E)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
MICROTOUCH SYSTEMS, INC.
AT
$21.00 NET PER SHARE
BY
EQUINOX ACQUISITION, INC.,
A WHOLLY OWNED SUBSIDIARY OF
MINNESOTA MINING AND MANUFACTURING COMPANY
November 17, 2000
To Our Clients:
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JANUARY 3, 2001, UNLESS THE OFFER IS EXTENDED.
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Enclosed for your consideration is an Offer to Purchase dated November 17,
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 Equinox Acquisition, Inc., a Massachusetts
corporation ("Purchaser") and a wholly owned subsidiary of Minnesota Mining and
Manufacturing Company, a Delaware corporation ("Parent"), to purchase all
outstanding shares of common stock, par value $0.01 per share (the "Common
Stock") including the associated preferred stock purchase rights (the "Rights"
and together with the Common Stock, the "Shares"), of MicroTouch Systems, Inc.,
a Massachusetts corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Offer. Also enclosed is the Letter to Shareholders
of the Company from the Chairman of the Board 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 $21.00 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.
3. The Board of Directors of the Company (at a meeting duly called and
held) has (i) determined that the Merger Agreement (as defined below), the
Offer and the Merger (as defined below) are fair to and in the best
interests of the Company and the shareholders of the Company, (ii) approved
and adopted the Merger Agreement and the transactions contemplated by the
Merger Agreement, including the Offer and the Merger and (iii) resolved to
recommend that shareholders of the Company accept the Offer and tender
their Shares pursuant to the Offer.
4. The Offer is being made pursuant to the Agreement and Plan of
Merger, dated as of November 13, 2000, among Parent, the Purchaser and the
Company (the "Merger Agreement")
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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 Company surviving the
merger as 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 shareholders, if any, who are entitled to and properly
exercise dissenters' rights under Minnesota law) will be 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 Merger Agreement provides that 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 direct or indirect wholly
owned subsidiary of Parent, but no such assignment shall relieve the
Purchaser of its obligations under the Merger Agreement.
5. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JANUARY 3, 2001 (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 conditioned upon, among other things, (a) there being
validly tendered and not validly withdrawn prior to the Expiration Date
that number of Shares that would represent at least a majority of the Fully
Diluted Shares (as defined in Section 14 of the Offer to Purchase) on the
date of purchase, and (b) any waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, applicable to the purchase
of Shares pursuant to the Offer or to the Merger and any other waiting
periods under any other applicable material competition, merger, control,
antitrust or similar law or regulation shall have expired or been
terminated.
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 shareholders will not be obligated to pay brokerage fees
or commissions to the Dealer Manager, 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.
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the Expiration Date.
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 EquiServe, L.P., (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 shareholders may be paid at different times depending
upon when certificates for Shares or Book-Entry Confirmations with respect 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.
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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. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer is being
made on behalf of the Purchaser by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, the Dealer Manager for the Offer, or one or more registered
brokers or dealers that are licensed under 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
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF MICROTOUCH SYSTEMS, INC.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase of MicroTouch Systems, Inc., dated November 17, 2000 (the "Offer to
Purchase"), and the related Letter of Transmittal relating to shares of common
stock, par value $0.01 per share (the "Common Stock") including associated
preferred stock purchase rights (the "Rights, and together with the Common
Stock, the "Shares"), of MicroTouch Systems, Inc., a Massachusetts 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.
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NUMBER OF SHARES TO BE TENDERED(1):
____________________ SHARES
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SIGN HERE
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Signature(s)
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Please Type or Print Name(s)
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Please Type or Print Address(es)
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Area Code and Telephone Number
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Taxpayer Identification or Social
Security No.
Dated: ________________, 2000
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(1) Unless otherwise indicated, it will be assumed that all your Shares are to
be tendered.
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