Exhibit (a)(1)(iv)
Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees with Respect to
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
EMPIRE RESOURCES, INC.
at
$7.00 per Share
by
TA CHEN INVESTMENT CORPORATION,
a wholly owned subsidiary of
TA CHEN STAINLESS PIPE CO., LTD.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK
CITY TIME, ON THURSDAY, MAY 4, 2017, UNLESS THE OFFER IS EXTENDED OR
EARLIER TERMINATED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED,
THE “EXPIRATION DATE”).
April 7, 2017
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Ta Chen Investment Corporation, a Delaware corporation (which we refer to as “Purchaser”) and a wholly owned direct subsidiary of Ta Chen Stainless Pipe Co., Ltd., a Taiwan corporation (which we refer to as “Parent”), to act as Information Agent in connection with Purchaser’s offer to purchase all outstanding shares of common stock, par value $0.01 per share (which we refer to as “Shares”), of Ta Chen Stainless Pipe Co., Ltd., a Taiwan corporation (which we refer to as “Ta Chen”), at a purchase price of $7.00 per Share, net to the seller in cash, without interest thereon, regardless of any extension of the Offer or any delay in payment for Shares, and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 7, 2017 (what we refer to as the “Offer to Purchase”), and the related Letter of Transmittal (what we refer to as the “Letter of Transmittal” and what, together with the Offer to Purchase, each as may be amended or supplemented from time to time, we refer to as the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom 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; |
| 2. | The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients; |
| 3. | 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 |
| 4. | A return envelope addressed to American Stock Transfer & Trust Company, LLC, in its capacity as depositary and paying agent for the Offer (which we refer to as the “Depositary”) for your use only. |
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of March 30, 2017 (as it may be amended, modified, or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Parent, Purchaser and Empire Resources. The Merger Agreement provides, among other things, that, as soon as practicable following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Empire Resources (the “Merger”), with Empire Resources continuing after the Merger as the surviving corporation and a wholly owned direct subsidiary of Parent.
For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or, in the case of book-entry transfer, either such Letter of Transmittal or an Agent’s Message (as defined in Section 3 of the Offer to Purchase) in lieu of such Letter of Transmittal, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary or (b) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and the Letter of Transmittal.
Except as set forth in the Offer to Purchase, Purchaser will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the offering material 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.
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 below.
Very truly yours,
D.F. King & Co., Inc.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
Stockholders and All Others, Call Toll-Free: (877) 361-7972
Email: ers@dfking.com
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