Exhibit (a)(1)(D)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
VIACELL, INC.
BY
VICTOR ACQUISITION CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
PERKINELMER, INC.
AT
$7.25 PER SHARE NET TO SELLERS
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THURSDAY, NOVEMBER 8, 2007, UNLESS THE OFFER IS EXTENDED.
October 12, 2007
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by Victor Acquisition Corp. (“Offeror”), an indirect wholly owned subsidiary of PerkinElmer, Inc. (“PerkinElmer”), to act as Information Agent in connection with Offeror’s Offer to Purchase for cash all the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of ViaCell, Inc. (“ViaCell”), at $7.25 per Share, net to the seller in cash, without interest and subject to any required withholding of taxes (such amount or any greater amount per share paid pursuant to the Offer, the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 12, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements to the Offer to Purchase or to the Letter of Transmittal, collectively constitute the “Offer”) enclosed herewith. Holders of Shares whose certificates for such Shares (the “Share Certificates”) are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary (as defined below) on or prior to the Expiration Date (as defined in the Offer to Purchase), or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase.
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.
Enclosed herewith for your information and forwarding to your clients are copies of the following documents:
1. The Offer to Purchase, dated October 12, 2007.
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 Share Certificates are not immediately available or if such certificates and all other required documents cannot be delivered to Deutsche Bank Trust Company Americas (the “Depositary”) on or prior to the Expiration Date (as defined in the Offer to Purchase) or if the procedure for book-entry transfer cannot be completed by the Expiration Date.
4. The letter to stockholders of Marc D. Beer, President and Chief Executive Officer of ViaCell, accompanied by ViaCell’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission.
5. 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.
6. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to Deutsche Bank Trust Company Americas, as Depositary.
YOUR PROMPT ACTION IS REQUESTED. 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, AT THE END OF THURSDAY, NOVEMBER 8, 2007, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (1) at least a majority of the outstanding shares of ViaCell common stock on a fully-diluted basis having been validly tendered in accordance with the terms of the Offer and not properly withdrawn and (2) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Offer also is subject to other conditions set forth in the Offer to Purchase. See Section 14—“Conditions of the Offer” of the Offer to Purchase.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 1, 2007, by and among PerkinElmer, Offeror and ViaCell (as it may be amended or supplemented from time to time, the “Merger Agreement”). The Merger Agreement provides, among other things, for the making of the Offer by Offeror, and further provides that, following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the Delaware General Corporation Law, Offeror will be merged with and into ViaCell (the “Merger”). Following the effective time of the Merger, ViaCell will continue as the surviving corporation and become an indirect wholly owned subsidiary of PerkinElmer and the separate corporate existence of Offeror will cease.
The board of directors of ViaCell has unanimously (1) determined that the Offer and the Merger are fair to, and in the best interest of, ViaCell and its stockholders, (2) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (3) declared the advisability of the Merger Agreement and resolved to recommend that ViaCell’s stockholders tender their Shares in the Offer and adopt the Merger Agreement.
In order to take advantage of the Offer, (1) a duly executed and properly completed Letter of Transmittal (or facsimile thereof) 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 other required documents should be sent to the Depositary, and (2) either Share Certificates representing the tendered Shares should be delivered to the Depositary or such Shares should be tendered by book-entry transfer and a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares should be delivered to the Depositary, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase.
Holders of Shares whose Share Certificates are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Depositary on or prior to the expiration date of the Offer, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase.
Offeror will not pay any commissions or fees to any broker, dealer or other person (other than Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Dealer Manager”), the Depositary and Georgeson, Inc. (the “Information Agent”) (as described in the Offer to Purchase)) for soliciting tenders of Shares pursuant to the Offer. Offeror will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. Offeror will pay or cause to be paid any stock transfer taxes payable on the transfer of Shares to it, 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 the Information Agent at its address and telephone numbers set forth on the back cover of the Offer to Purchase. Additional copies of the enclosed materials may be obtained from the Information Agent.
Very truly yours,
Georgeson, Inc.
Nothing contained herein or in the enclosed documents shall make you or any other person the agent of Offeror, PerkinElmer, the Dealer Manager, the Depositary or the Information Agent, or any affiliate of any of them, or authorize you or any other person to make any statement or use any document on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.
