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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 Our Clients:
Enclosed for your consideration are the Offer to Purchase dated October 11,
2000, and the related Letter of Transmittal (which together constitute the
"Offer") in connection with the offer by GN Acquisition Corporation
("Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary
of GN Great Nordic Ltd., to purchase for cash all outstanding shares of Common
Stock, par value $0.001 per share (the "Shares"), of Hello Direct, Inc., a
Delaware corporation (the "Company"). We are 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.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
1. The tender price is $16.40 per Share, net to you in cash.
2. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Thursday, November 7, 2000, unless the Offer is extended.
3. The Board of Directors of the Company has unanimously (i) determined
that each of the Offer, the Merger and the Merger Agreement described in
the Offer to Purchase is fair to, and in the best interests of, the
Company and its stockholders, (ii) approved the Offer, the Merger and
the Merger Agreement and (iii) resolved to recommend that the Company's
stockholders accept the Offer and tender their Shares pursuant to the
Offer and approve and adopt the Merger Agreement and the Merger.
4. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer a number
of Shares, which, together with the Shares beneficially owned by
Purchaser and Parent, represents at least a majority of the outstanding
shares on a fully diluted basis. The offer is also subject to other
conditions.
5. Any stock transfer taxes applicable to the sale of Shares to Purchaser
pursuant to the Offer will be paid by Purchaser, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
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If you wish to have us tender any or all of your Shares, 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 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 by the expiration of the Offer.
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 acceptance thereof would not be in compliance with the laws of such
jurisdiction.
Payment for Shares purchased pursuant to the Offer will in all cases be made
only after timely receipt by ChaseMellon Shareholder Services, L.L.C. (the
"Depositary") of (a) certificates representing the Shares tendered or timely
confirmation of the book-entry transfer of such Shares into the account
maintained by the Depositary at The Depository Trust Company (the "Book-Entry
Transfer Facility"), pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, (b) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees
or an Agent's Message (as defined in the Offer to Purchase) in connection with
a book-entry delivery, and (c) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering
shareholders at the same time depending upon when certificates for or
confirmations of book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility are actually received by the
Depositary.
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Instructions with Respect to
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Hello Direct, Inc.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated October 11, 2000, and the related Letter of Transmittal, in
connection with the offer by GN Acquisition Corporation to purchase all
outstanding shares of Common Stock, $0.001 par value per share (the "Shares"),
of Hello Direct, Inc.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to be Tendered: SIGN HERE
__________________________Shares* _____________________________________
Signature(s)
Dated ___________________ , 2000
_____________________________________
_____________________________________
_____________________________________
Please print name(s) and addresses
here
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
