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Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Hello Direct, Inc.
at
$16.40 Net Per Share
by
GN Acquisition Corporation
an indirect wholly owned subsidiary of
GN Great Nordic Ltd.
October 11, 2000
To Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees:
We have been appointed by GN Acquisition Corporation ("Purchaser"), a
Delaware corporation and an indirect wholly owned subsidiary of GN Great
Nordic Ltd. ("Great Nordic"), to act as Information Agent in connection with
its offer to purchase all outstanding shares of Common Stock, par value $0.001
per share (the "Shares"), of Hello Direct, Inc., a Delaware corporation (the
"Company"), at $16.40 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase dated
October 11, 2000 and the related Letter of Transmittal (which together
constitute the "Offer").
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 11, 2000;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to
ChaseMellon Shareholder Services, L.L.C. (the "Depositary") by the
Expiration Date (as defined in the Offer to Purchase);
4. A 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; and
5. Return envelope addressed to ChaseMellon Shareholder Services, L.L.C.,
the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON TUESDAY, NOVEMBER 7, 2000, UNLESS THE OFFER IS EXTENDED.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Information Agent or the Depositary as described
in the Offer to Purchase) for soliciting tenders of Shares
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pursuant to the Offer. Purchaser will, however, upon request, reimburse
brokers, dealers, commercial banks and trust companies for reasonable and
necessary costs and expenses incurred by them in forwarding materials to their
customers. Purchaser will pay all stock transfer taxes applicable to its
purchase of Shares pursuant to the Offer, subject to Instruction 6 of the
Letter of Transmittal.
In order to accept the Offer a duly executed and properly completed Letter
of Transmittal and any required signature guarantees, or an Agent's Message
(as defined in the Offer to Purchase) in connection with a book-entry delivery
of Shares, and any other required documents, should be sent to the Depositary
by 12:00 Midnight, New York City time, on Tuesday, November 7, 2000.
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
undersigned at the address and telephone numbers set forth on the back cover
of the Offer to Purchase.
Very truly yours,
Georgeson Shareholder Communications
Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF PURCHASER, GREAT NORDIC, THE INFORMATION AGENT OR THE DEPOSITARY,
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.
