Exhibit (a)(1)(E)
Offer To Purchase For Cash
All Outstanding Shares of Common Stock
of
IEC ELECTRONICS CORP.
a Delaware corporation
at
$15.35 per share
Pursuant to the Offer to Purchase
dated August 26, 2021
by
CTI ACQUISITION CORP.
a direct, wholly-owned subsidiary of
CREATION TECHNOLOGIES INTERNATIONAL INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY, AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 23, 2021, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”).
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August 26, 2021
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated August 26, 2021 (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, as each may be amended or supplemented from time to time, we refer to as the “Offer”) in connection with the offer by CTI Acquisition Corp., a Delaware corporation (which we refer to as “Offeror”), a directly, wholly-owned subsidiary of Creation Technologies International Inc., a Delaware corporation (which we refer to as “Parent”), to purchase all issued and outstanding shares of common stock, par value $0.01 per share (which we refer to as “Shares”), of IEC Electronics Corp., a Delaware corporation (which we refer to as the “Company”), at a purchase price of $15.35 per Share, net to the holder of such Share in cash, without interest and subject to any applicable tax withholding (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase.
We or our nominees 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 accompanying this letter 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 enclosed Offer to Purchase and the Letter of Transmittal.
Please note carefully the following:
1. The Offer Price is $15.35 per Share, net to the holder of each Share in cash, without interest and subject to any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase.
2. The Offer is being made for all issued and outstanding Shares.
3. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of August 12, 2021 (together with any amendments or supplements thereto, what we refer to as the “Merger Agreement”), among Parent, Offeror, Creation Technologies Inc., a Delaware corporation, as guarantor, and the Company, pursuant to which, after the completion of the Offer and the satisfaction or waiver of the conditions set forth therein, Offeror will be merged with and into the Company, without the vote of the stockholders of the Company, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, and the Company will continue as the surviving corporation and a wholly owned subsidiary of Parent (which we refer to as the “Merger”). At the effective time of the Merger, each Share then outstanding (other than Shares that are held by any stockholders who properly demand appraisal rights) will be converted into the right to receive the Offer Price, without interest thereon and subject to any applicable tax withholding, except for Shares then owned or held in treasury by Parent, Offeror, the Company or any of their respective subsidiaries, which will be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.
4. The Offer and withdrawal rights will expire at the end of the day, at 12:00 Midnight, New York City Time, on September 23, 2021, unless the Offer is extended or earlier terminated. Previously tendered Shares may be withdrawn at any time until the Offer has expired, and if not previously accepted for payment at any time, after October 24, 2021, pursuant to SEC (as defined in the Offer to Purchase) regulations.
5. The Offer is not subject to any financing condition.
6. The Offer is subject to the conditions described in Section 13 of the Offer to Purchase.
7. Tendering stockholders who are record owners of their Shares and who tender directly to Computershare Trust Company, N.A. (the “Depositary”) will not be obligated to pay brokerage fees, commissions or similar expenses or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Offeror pursuant to the Offer.
If you wish to have us tender any or all of your Shares, then 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, then all such Shares will be tendered unless otherwise specified on the Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the Expiration Time.
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 securities, “blue sky” or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Offeror by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Offeror.
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INSTRUCTION FORM
With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
IEC ELECTRONICS CORP.
a Delaware corporation
at
$15.35 per share
Pursuant to the Offer to Purchase
dated August 26, 2021
by
CTI ACQUISITION CORP.
a direct, wholly-owned subsidiary of
CREATION TECHNOLOGIES INTERNATIONAL INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated August 26, 2021 (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, as each may be amended or supplemented from time to time, we refer to as the “Offer”), in connection with the offer by CTI Acquisition Corp., a Delaware corporation (which we refer to as “Offeror”), a directly, wholly-owned subsidiary of Creation Technologies International Inc., a Delaware corporation, to purchase all issued and outstanding shares of common stock, par value $0.01 per share (which we refer to as “Shares”), of IEC Electronics Corp., a Delaware corporation, at a purchase price of $15.35 per Share, net to the holder of each Share in cash, without interest and subject to any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase.
The undersigned hereby instruct(s) you to tender to Offeror the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any certificate representing Shares submitted on my behalf will be determined by Offeror and such determination shall be final and binding.
ACCOUNT NUMBER:
NUMBER OF SHARES BEING TENDERED
HEREBY: SHARES*
The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the Expiration Time (as defined in the Offer to Purchase).
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| Please Print Name(s) | ||||
Address: |
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Area code and Telephone no. |
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Tax Identification or Social Security No. |
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* Unless otherwise indicated, it will be assumed that all Shares held by us for our account are to be tendered.
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