Exhibit (a)(1)(E)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
BOSTON COMMUNICATIONS GROUP, INC.
at
$3.60 Net Per Share
by
TEA PARTY ACQUISITION CORP.
a wholly owned subsidiary of
MEGASOFT LIMITED
July 30, 2007
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated July 30, 2007 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”) in connection with the offer by Tea Party Acquisition Corp., a Massachusetts corporation (“Purchaser”) and wholly-owned subsidiary of Megasoft Limited, a company incorporated in India under the provisions of the Companies Act, 1956 (“Parent”), to purchase for cash all outstanding shares of common stock, par value $0.01 per share, including the associated preferred stock purchase rights (the “Shares”), of Boston Communications Group, Inc., a Massachusetts 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 directed to the following:
1. The tender price is $3.60 per Share, net to you in cash without interest, less any required withholding tax.
2. The Offer and withdrawal rights expire at 12:00 midnight, New York City time, on Friday, August 24, 2007, unless extended (as extended, the “Expiration Date”).
3. The Offer is conditioned upon, among other things, the condition that, prior to the Expiration Date, there having been validly tendered in accordance with the terms of the Offer and not withdrawn a number of Shares that, when considered together with all other Shares beneficially owned by Parent and its affiliates and all newly issued Shares, if any, available for purchase from the Company by Purchaser under an irrevocable “Top-Up Option” pursuant to the Merger Agreement, dated as of July 11, 2007, by and among Purchaser, Parent and the Company, would constitute at least 90% of the aggregate number of Shares outstanding at the time of the expiration of the Offer (as determined on a fully-diluted basis).
4. 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.
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 below. 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 instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date.
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 Computershare Trust Company, N.A. (the “Depositary”) of (i) 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, (ii) 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 (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders 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.
Instruction Form with Respect to
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Boston Communications Group, Inc.
by
Tea Party Acquisition Corp.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated July 30, 2007, and the related Letter of Transmittal, in connection with the offer by Tea Party Acquisition Corp. to purchase all outstanding shares of common stock, par value $0.01 per share, including the associated preferred stock purchase rights (the “Shares”) of Boston Communications Group, 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: |
| |
Account Number: |
| |
Dated: |
| |
| * | Unless otherwise indicated, we are authorized to tender all Shares held by us for your account. |
PLEASE SIGN HERE
Signature(s): |
| |
Name(s) (Please Print): |
| |
Address: |
| |
Zip Code: |
| |
Area Code and Telephone No.: |
| |
| Tax Identification or Social Security No.: |
| |
My Account Number With You: |
| |
Date: |
| |