Exhibit 99.4
METTLER-TOLEDO INTERNATIONAL INC.
TENDER FOR EXCHANGE OF
4.85% SENIOR NOTES DUE 2010 FOR
4.85% SENIOR NOTES DUE 2010
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004
(THE "EXPIRATION DATE"), UNLESS EXTENDED.
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To Our Clients:
Enclosed for your consideration is a prospectus, dated ,
2004, of Mettler-Toledo International Inc. and a related letter of
transmittal, that together constitute Mettler-Toledo International Inc.'s
offer to exchange U.S.$1,000 principal amount of 4.85% Senior Notes due
2010, which have been registered under the Securities Act of 1933, as
amended, of Mettler-Toledo International Inc., for each U.S.$1,000
principal amount of outstanding 4.85% Senior Notes due 2010 of
Mettler-Toledo International Inc., of which U.S.$150,000,000 aggregate
principal amount is outstanding.
The materials relating to the exchange offer are being forwarded to
you as the beneficial owner of outstanding securities carried by us for
your account or benefit but not registered in your name. A tender of any
outstanding securities may only be made by us as the registered holder and
pursuant to your instructions. Therefore, we urge beneficial owners of
outstanding securities registered in the name of a broker, dealer,
commercial bank, trust company or any other nominee to contact such
registered holder promptly if they wish to tender outstanding securities in
the exchange offer.
Accordingly, we request instructions as to whether you wish us to
tender any or all such outstanding securities held by us for your account
or benefit pursuant to the terms and conditions set forth in the prospectus
and the letter of transmittal. We urge you to read carefully the prospectus
and letter of transmittal and other material provided herewith before
instructing us to tender your outstanding securities. THE LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE
USED BY YOU TO EXCHANGE OUTSTANDING SECURITIES HELD BY US FOR YOUR ACCOUNT
OR BENEFIT.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender notes on your behalf in accordance with the
provisions of the exchange offer.
Your attention is directed to the following:
1. The exchange offer will expire at 5:00 p.m., New York City time, on
, 2004, unless extended. Tendered outstanding
securities may be withdrawn, subject to the procedures described in
the prospectus, at any time prior to 5:00 p.m. New York City time, on
the expiration date.
2. The outstanding securities will be exchanged for the exchange
securities at the rate of U.S.$1,000 principal amount of exchange
securities for each U.S.$1,000 principal amount of outstanding
securities validly tendered and not validly withdrawn prior to the
expiration date. The exchange securities will bear interest from the
most recent interest payment date to which interest has been paid on
the notes or, if no interest has been paid, from November 12, 2003.
The form and terms of the exchange securities are identical in all
material respects to the form and terms of the outstanding securities,
except that the exchange securities have been registered under the
Securities Act of 1933, as amended.
3. Notwithstanding any other term of the exchange offer, Mettler-Toledo
International Inc. may terminate or amend the exchange offer as
provided in the prospectus and will not be required to accept for
exchange, or exchange any exchange securities for, any outstanding
securities not accepted for exchange prior to such termination.
4. Any transfer taxes applicable to the exchange of the outstanding
securities pursuant to the exchange offer will be paid by
Mettler-Toledo International Inc., except as otherwise provided in the
prospectus and in Instruction 8 of the letter of transmittal.
5. Based on an interpretation of the Securities Act by the staff of the
Securities and Exchange Commission, Mettler-Toledo International Inc.
believes that exchange securities issued pursuant to the exchange
offer in exchange for outstanding securities may be offered for
resale, resold and otherwise transferred by holders thereof without
compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that
(a) the holder is acquiring exchange securities in its ordinary
course of business,
(b) the holder is not engaging in and does intend to engage in a
distribution of the exchange securities,
(c) the holder is not participating, and has no arrangement or
understanding with any person to participate, in the distribution
of the exchange securities,
(d) the holder is not an "affiliate" of Mettler-Toledo International
Inc., as such term is defined under Rule 405 of the Securities
Act, and
(e) the holder is not acting on behalf of any person who could not
truthfully make these statements.
To participate in the exchange offer, holders must represent to
Mettler-Toledo International Inc. that each of these statements is true. If
the holder is a broker-dealer that will receive exchange securities for its
own account in exchange for outstanding securities that were acquired as a
result of market-making activities or other trading activities, it must
acknowledge that it will deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such exchange
securities.
If you wish to have us tender any or all of your outstanding
securities, please so instruct us by completing and returning to us the
form entitled "Instruction To Registered Holder And/Or Book-Entry Transfer
Facility Participant From Beneficial Owner" attached hereto. An envelope to
return your instructions is enclosed. If you authorize a tender of your
outstanding securities, the entire principal amount of outstanding
securities held for your account 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.