Offer to Purchase for Cash
1,959,886 Shares of Common Stock
of
The Langer Biomechanics Group, Inc.
at
$1.525 Net Per Share
by
OrthoStrategies Acquisition Corp.
a wholly owned subsidiary of
OrthoStrategies, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, FEBRUARY 8, 2001 UNLESS THE OFFER IS EXTENDED.
January 10, 2001
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated January
10, 2001 (the "Offer to Purchase") and the related Letter of Transmittal (which,
as they may be amended or supplemented from time to time, together constitute
the "Offer") in connection with the offer by OrthoStrategies Acquisition Corp.,
a New York corporation ("Purchaser"), and wholly owned subsidiary of
OrthoStrategies, Inc., to purchase 1,959,886 shares of common stock, $.02 par
value per share (the "Shares"), of The Langer Biomechanics Group, Inc., a New
York corporation ("Langer"), at $1.525 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase.
Any holders who desire to tender Shares and whose certificate(s) evidencing such
Shares (the "Certificates") are not immediately available, or who cannot comply
with the procedures for Book-Entry Transfer described in the Offer to Purchase
on a timely basis, may tender such Shares by following the procedures for
guaranteed delivery set forth in Section 3- "Procedures for Tendering Shares" of
the Offer to Purchase.
We are (or our nominee is) the holder of record of Shares held 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 by you to tender Shares held by us
for your account.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant to
the terms and conditions set forth in the Offer.
Please note the following:
1. The Share price is $1.525 per Share, net to the seller in cash,
without interest thereon, as set forth in the Introduction to the Offer to
Purchase.
2. The Offer is conditioned upon, among other things, (i) there
being validly tendered and not properly withdrawn prior to the Expiration
Date (as defined in the Offer to Purchase) at least 1,332,722
<PAGE>
Shares and certain other conditions. See the Introduction and Sections 1--
"Terms of the Offer" and 13-- "Certain Conditions of the Offer" of the Offer to
Purchase.
3. The Offer is being made for all Shares validly tendered and not
withdrawn up to a maximum of 1,959,886 Shares.
4. Tendering holders of Shares ("Holders") whose Shares are
registered in their own name and who tender directly to the Registrar and
Transfer Company, as depositary (the "Depositary"), 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
purchase 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 tax identification information is
provided. See Instruction 9 of the Letter of Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 midnight,
New York City time, on Thursday, February 8, 2001, unless the Offer is
extended.
6. At a meeting held on December 19, 2000, the board of directors of
Langer unanimously determined that the terms of the Offer are fair to, and
in the best interests of, the shareholders of Langer, and approved the
Tender Offer Agreement and certain other agreements described in the Offer
to Purchase. The board of directors recommends that Langer's shareholders
accept the Offer and tender their Shares in the Offer.
7. Notwithstanding any other provision of the Offer, payment for
Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) Certificates or, if such Shares
are held in book-entry form, timely confirmation of a Book-Entry Transfer
(a "Book-Entry Confirmation") of such Shares into the Depositary's account
at The Depository Trust Company, (ii) a properly completed and duly
executed Letter of Transmittal or a copy thereof 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) in lieu of the Letter of
Transmittal) and (iii) any other documents required by the Letter of
Transmittal. Accordingly, tendering Holders 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.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth herein. If you authorize the tender of your
Shares, all such Shares will be tendered unless otherwise specified below. An
envelope to return your instructions to us is enclosed. 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.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all Holders. The Purchaser is not
aware of any jurisdiction where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares pursuant thereto, the Purchaser will make a
good faith effort to comply with such state statute or seek to have such statute
declared inapplicable to the Offer. If, after such good faith effort, the
Purchaser cannot comply with any such state statute, the Offer will not be made
to (and tenders will not be accepted from or on behalf of) Holders in such
state. In any jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Purchaser may arrange
for one or more registered brokers or dealers which are licensed under the laws
of such jurisdiction to make the Offer. If such arrangements cannot be made on
terms the Purchaser deems reasonable, the Offer will not be made to (and tenders
will not be accepted from or on behalf of) tendering Holders in such
jurisdiction.
<PAGE>
Instructions With Respect to the
Offer To Purchase for Cash
1,959,886 Shares Of Common Stock
of
The Langer Biomechanics Group, Inc.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase, dated January 10, 2001, and the related Letter of Transmittal (which,
as they may be amended and supplemented from time to time, together constitute
the "Offer") in connection with the offer by OrthoStrategies Acquisition Corp.,
a New York corporation (the "Purchaser"), to purchase 1,959,886 shares of common
stock, par value $.02 per share (the "Shares"), of The Langer Biomechanics
Group, Inc., a New York corporation, at a purchase price of $1.525 per Share,
upon the terms and subject to the conditions set forth in the Offer to Purchase
and the related Letter of Transmittal.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
--------------------------------------------------------------------------------
Number of Shares to be Tendered*: _________________________________
Date: _________________, 2001
SIGN HERE
Signature(s): _____________________________________________________
Print Name(s): ____________________________________________________
Print Address(es): ________________________________________________
___________________________________________________________________
Area Code and Telephone Number(s): ________________________________
Taxpayer Identification or Social Security Number(s): _____________
--------------------------------------------------------------------------------
* Unless otherwise indicated, it will be assumed that all of your Shares
held by us for your account are to be tendered.
This form must be returned to the brokerage firm maintaining your account.
