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Exhibit (a)(5)
Deutsche Banc Alex. Brown
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(Including the Associated Rights to Purchase Shares of Series A Preferred
Stock)
of
ACUSON CORPORATION
at
$23 Net Per Share in Cash
by
SIGMA ACQUISITION CORP.
a wholly owned subsidiary of
SIEMENS CORPORATION
an indirect wholly owned subsidiary of
SIEMENS AKTIENGESELLSCHAFT
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, NOVEMBER 2, 2000, UNLESS THE OFFER IS EXTENDED.
October 5, 2000
To Brokers, Dealers, Commercial Bank,
Trust Companies and Other Nominees:
We have been appointed by Sigma Acquisition Corp., a Delaware corporation
("Purchaser"), which is a wholly owned subsidiary of Siemens Corporation, a
Delaware corporation ("Parent"), which is an indirect wholly owned subsidiary
of Siemens Aktiengesellschaft, a corporation formed under the laws of the
Federal Republic of Germany, to act as Dealer Manager in connection with
Purchaser's offer to purchase all outstanding Shares of common stock, par
value $0.0001 per share (the "Common Stock"), of Acuson Corporation, a
Delaware corporation (the "Company"), together with the associated rights to
purchase shares of Series A Preferred Stock (the "Rights") issued pursuant to
the Amended and Restated Rights Agreement (the "Rights Agreement"), dated as
of November 5, 1998, between the Company and Fleet National Bank (f/k/a
BankBoston, N.A.), as amended (the Common Stock and the Rights together being
referred to herein as the "Shares"), at $23.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 5, 2000, and in the related Letter of Transmittal
(which, together with any amendments or supplements hereto or thereto,
collectively constitute the "Offer") enclosed herewith. Please furnish copies
of the enclosed materials to those of your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee.
The Offer is being made in accordance with an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of September 26, 2000, by and among Parent,
Purchaser and the Company. The Merger Agreement provides for, among other
things, the making of the Offer by Purchaser, and further provides that
Purchaser will merge with and into the Company (the "Merger") as soon as
practicable following the satisfaction or waiver of each of the conditions to
the Merger set forth in the Merger Agreement. Following the Merger, the
Company will continue as the surviving corporation, wholly owned by Parent,
and the separate corporate existence of Purchaser will cease.
The Board of Directors of the Company, at a meeting held on September 26,
2000, by unanimous vote determined that the terms of the Offer and the Merger
are fair to, and in the best interests of, the Company and the Company's
stockholders, approved the Merger and the other transactions contemplated by
the Merger Agreement and approved the Merger Agreement. The Board of Directors
unanimously recommends that the Company's stockholders accept the Offer,
tender their Shares in response to the Offer and, if required under Delaware
law or the Company's Certificate of Incorporation or Bylaws, vote to adopt the
Merger Agreement.
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The Offer is conditioned upon, among other things, (i) a number of Shares
being validly tendered and not withdrawn on the applicable Expiration Date (as
defined in the Offer to Purchase) for the Offer that, together with any Shares
owned by Parent or any of its affiliates (including Purchaser), represents at
least a majority of the total number of (a) all outstanding Shares plus (b)
all Shares issuable upon exercise of options and other similar rights that by
their terms are or will become exercisable before December 31, 2000 (or, under
certain circumstances described in the Offer to Purchase, March 31, 2001) and
(ii) the receipt of approvals required by or the expiration or termination of
the applicable waiting period under United States and German antitrust and
competition laws. The Offer is also subject to the satisfaction or waiver of
certain other conditions. See Sections 1 and 13 the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase dated October 5, 2000;
2. Letter of Transmittal for your use in accepting the Offer and
tendering Shares and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for the Shares and all other required documents cannot be
delivered to EquiServe Trust Company, N.A. (the "Depositary"), or if the
procedures for book-entry transfer cannot be completed, by the Expiration
Date or the expiration of any Subsequent Offering Period (as defined in the
Offer to Purchase);
4. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
5. A letter to stockholders of the Company from Samuel H. Maslak, Chief
Executive Officer of the Company, together with a
Solicitation/Recommendation Statement on Schedule 14D-9 dated October 5,
2000, which has been filed by the Company with the Securities and Exchange
Commission which includes the recommendation of the Board of Directors of
the Company that stockholders accept the Offer and tender their Shares to
Purchaser pursuant to the Offer;
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
7. A return envelope addressed to the Depositary.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment), Purchaser will accept for payment and pay for any Shares which
are validly tendered prior to the Expiration Date, or any Subsequent Offering
Period, and not theretofore properly withdrawn, when permitted, when, as and
if Purchaser gives oral or written notice to the Depositary of Purchaser's
acceptance of such Shares for payment pursuant to the Offer. Purchaser does
not currently intend to make a Subsequent Offering Period available following
the Expiration Date pursuant to Rule 14d-11 of the Securities Exchange Act of
1934, as amended, although it reserves the right to do so in its sole
discretion. Payment for any Shares purchased pursuant to the Offer will in all
cases be made only after timely receipt by the Depositary of (i) certificates
for the Shares, or timely confirmation of a book-entry transfer of such Shares
into the Depositary's account at The Depository Trust Company, pursuant to the
procedures described in Section 3 of the Offer to Purchase, (ii) a properly
completed and duly executed Letter of Transmittal (or a properly completed and
manually signed facsimile thereof) or an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry transfer and (iii) all
other documents required by the Letter of Transmittal.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Depositary, the Information Agent and the Dealer
Manager as described in the Offer to Purchase) for soliciting tenders of the
Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse
brokers, dealers, commercial banks and trust companies for customary mailing
and handling costs incurred by them in forwarding the enclosed materials to
their customers.
Purchaser will pay or cause to be paid all stock transfer taxes applicable
to its purchase of the Shares pursuant to the Offer, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
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WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, NOVEMBER 2, 2000 UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, (i) a duly executed and properly
completed 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 transfer of the Shares, and
any other required documents, should be sent to the Depositary and (ii)
certificates representing the tendered Shares should be delivered or tendered
by book-entry transfer, all in accordance with the Instructions set forth in
the Letter of Transmittal and in the Offer to Purchase.
If holders of the Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the Expiration Date, a
tender may be effected by following the guaranteed delivery procedures
specified in Section 3 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers
set forth on the back cover of the Offer to Purchase.
Very truly yours,
DEUTSCHE BANK SECURITIES INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
AS AN AGENT OF PURCHASER, PARENT, THE COMPANY, THE DEALER MANAGER, THE
INFORMATION AGENT, THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING,
OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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