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EXHIBIT (a)(5)
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
OBJECTIVE SYSTEMS INTEGRATORS, INC.
at
$17.75 NET PER SHARE
by
TAHOE ACQUISITION CORP.
a wholly owned subsidiary of
AGILENT TECHNOLOGIES, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME,
ON THURSDAY, JANUARY 4, 2001, UNLESS THE OFFER IS EXTENDED.
December 6, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:
We have been appointed by Tahoe Acquisition Corp., a Delaware corporation
("Merger Sub") and a wholly owned subsidiary of Agilent Technologies, Inc., a
Delaware corporation ("Parent") to act as Dealer Manager in connection with
Merger Sub's offer to purchase all outstanding shares of common stock, $0.001
par value (the "Common Stock" or "Shares"), of Objective Systems Integrators,
Inc., a Delaware corporation (the "Company") at $17.75 per Share, net to the
seller in cash (the "Common Stock Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated December 6, 2000, and in
the related Letter of Transmittal (which, together with any amendments or
supplements hereto or thereto, collectively constitute the "Offer"). 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.
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. The Offer to Purchase, dated December 6, 2000.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of
Transmittal may be used to tender Shares.
3. The Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if the procedures for tendering Shares set forth in the Offer to
Purchase cannot be completed, prior to the Expiration Date.
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 Tom L. Johnson and Richard
G. Vento, Co-Chairman and Co-Chief Executive Officers of the Company,
together with a Solicitation/Recommendation Statement on Schedule 14D-9
dated December 6, 2000, which has been filed by the Company with the
Securities and Exchange Commission.
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6. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9.
7. A return envelope addressed to the Depositary.
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, JANUARY 4, 2001 UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $17.75 per Share, net to the seller in cash without
interest.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company, by a unanimous vote of its
Directors at a meeting of the Board of Directors held on November 24,
2000, determined that the terms of the Offer and the Merger are fair to,
and in the best interest of, the Stockholders of the Company, approved
the Merger and the other transactions contemplated by the Merger
Agreement and approved the Merger Agreement. the Board of Directors
recommends that the Company's Stockholders accept the Offer and tender
their Shares in the Offer.
4. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on January 4, 2001, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in
the Offer to Purchase) a number of Shares representing at least (A) a
majority of Shares on a fully-diluted basis (including for purposes of
such calculation all Shares issuable upon exercise of all vested Company
Stock Options (as defined in the Merger Agreement) and unvested Company
Stock Options that vest prior to January 31, 2001 (but excluding any
Shares held by the Company or any of its subsidiaries) and (B) a
majority of those Shares not held by persons who have executed a Tender
Agreement be validly tendered (but excluding any Shares held by Parent,
Merger Sub or their respective affiliates).
6. Tendering holders of Shares ("Holders") whose Shares are registered in
their own name and who tender directly to Computershare, 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, transfer taxes on the purchase of Shares by the Merger Sub
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.
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 evidencing such
Shares (the "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 account of the Depositary, 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 Merger Sub, regardless of any
extension of the Offer or any delay in making such payment.
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In order to take advantage of the Offer, Certificates, as well as a Letter
of Transmittal (or copy thereof), properly completed and duly executed with
any required signature guarantees (or, in the case of a Book-Entry Transfer,
an Agent's Message in lieu of the Letter of Transmittal), and all other
documents required by the Letter of Transmittal must be received by the
Depositary, all in accordance with the instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
Any Holder who desires to tender Shares and whose Certificate(s) evidencing
such Shares 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.
Merger Sub will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other
than the Dealer Manager, the Depositary and the Information Agent as described
in the Offer to Purchase). Merger Sub will, however, upon request, reimburse
you for customary mailing and handling expenses incurred by you in forwarding
any of the enclosed materials to your clients. Merger Sub will pay or cause to
be paid any transfer taxes with respect to the transfer and sale of purchased
Shares to it or its order pursuant to the Offer, except as otherwise provided
in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Morgan Stanley & Co. Incorporated, the Dealer Manager for the Offer, at 1585
Broadway, New York, New York 10036, telephone numbers (650) 234-5795 (call
collect) or to Corporate Investor Communications, Inc., the Information Agent
for the Offer, at (866) 987-6245 (toll free).
Requests for copies of the enclosed materials may also be directed to the
Dealer Manager or to the Information Agent at the above addresses and
telephone numbers.
Very truly yours,
Morgan Stanley & Co. Incorporated
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF PARENT, MERGER SUB, 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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