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Exhibit (a)(5)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
Protocol Systems, Inc.
AT
$16.00 Net Per Share
BY
Welch Allyn Acquisition Corporation,
A WHOLLY OWNED SUBSIDIARY OF
Welch Allyn, Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JULY 5, 2000, UNLESS THE OFFER IS EXTENDED.
June 7, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated June 7, 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 Welch Allyn Acquisition Corporation, an
Oregon corporation (the "Purchaser") and a wholly owned subsidiary of Welch
Allyn, Inc., a New York corporation ("Parent"), to purchase all outstanding
shares of common stock, par value $.01 per share (together with the associated
Rights, the "Shares"), of Protocol Systems, Inc., an Oregon corporation (the
"Company"), at a price of $16.00 per Share, net to the seller in cash, without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal. Also enclosed is the Letter to Shareholders of the Company from
the President and Chief Executive Officer of the Company, accompanied by the
Company's Solicitation/Recommendation Statement on Schedule 14D-9. Unless the
context otherwise requires all references herein to the Shares shall include
the aforementioned Rights, and all references to the Rights include the
benefits that may inure to holders of the Rights pursuant to the Rights
Agreement (as defined in the Offer to Purchase).
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 $16.00 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 Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of May 24, 2000 (the "Merger Agreement"), among Parent, the
Purchaser and the Company pursuant to which, as soon as practicable
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following the consummation of the Offer and the satisfaction or waiver of
certain conditions, the Purchaser will be merged with and into the Company
(the "Merger"), with the Company surviving the Merger as a wholly owned
subsidiary of Parent. At the effective time of the Merger, each outstanding
Share (other than Shares held by shareholders who perfect their dissenters'
rights under Oregon law to the extent such rights are applicable to the
Merger, and any Shares owned by the Company as treasury stock, and Shares
owned by Parent or the Purchaser or by any of their respective direct or
indirect wholly owned subsidiaries) will be converted into the right to
receive the Offer Price in cash (or any higher price per Share paid
pursuant to the Offer), without interest thereon, as set forth in the
Merger Agreement and described in the Offer to Purchase.
4. The Board of Directors of the Company has adopted the Offer and the
Merger, determined that the terms of the Offer and the Merger are fair to,
and in the best interests of, the Company's shareholders and unanimously
recommends that the holders of the Shares accept the Offer and tender their
Shares pursuant to the Offer.
5. The Offer and withdrawal rights expire at 12:00 midnight, New York
City time, on July 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 conditioned upon, among other things, (A) there being
validly tendered and not withdrawn prior to the expiration of the Offer
such number of Shares that would constitute at least a majority of the
issued and outstanding Shares, determined on a fully diluted basis, and (B)
the expiration or termination of the waiting period (and any extensions
thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, applicable to the purchase of Shares pursuant to the Offer.
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 Depositary, the Information Agent or the Dealer Manager
or, except as set forth in Instruction 6 of the Letter of Transmittal,
transfer taxes on the purchase of Shares by 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 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
procedure set forth in Section 2 of the Offer to Purchase, an Agent's Message
(as defined in the Offer to Purchase), 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.
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. To the extent the Purchaser or Parent becomes aware of any
state law that would limit the class of offerees in the Offer, the Purchaser
reserves the right to amend the Offer and, depending on the timing of such
amendment, if any, will extend the Offer to provide adequate dissemination of
such information to holders of Shares prior to the expiration of the Offer. 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 the Dealer Manager (as defined in the Offer to
Purchase), 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
OF PROTOCOL SYSTEMS, INC.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase of Welch Allyn Acquisition Corporation dated June 7, 2000 (the "Offer
to Purchase"), and the related Letter of Transmittal relating to shares of
Common Stock, par value $.01 per share (together with the associated Rights,
the "Shares"), of Protocol Systems, Inc., an Oregon corporation (the
"Company").
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: ________*
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 Number
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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