Exhibit (a)(1)(E)
OFFER TO PURCHASE
ALL SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE
FRACTIONAL UNITS OF PREFERRED STOCK)
OF
DEXTER CORPORATION
AT
$45 NET PER SHARE IN CASH
BY
ISP ACQUISITION CORP.,
AN INDIRECT WHOLLY-OWNED SUBSIDIARY
OF
INTERNATIONAL SPECIALTY PRODUCTS INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, JULY 24, 2000, UNLESS THE OFFER IS EXTENDED.
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June 26, 2000
To: Our Clients
Enclosed for your consideration are the Offer to Purchase, dated June
26, 2000 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer") in connection with the offer by ISP Acquisition Corp., a
Delaware corporation ("Purchaser") and indirect wholly-owned subsidiary of
International Specialty Products Inc., a Delaware corporation ("ISP"), to
purchase all outstanding shares of common stock, par value $1.00 per share (the
"Common Stock"), including the associated rights to purchase fractional units of
Preferred Stock (the "Rights" and, together with the Common Stock, the "Shares")
of Dexter Corporation, a Connecticut corporation ("Dexter"), at a purchase price
of $45 per Share, net to you in cash, without interest thereon. 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
ENCLOSED 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.
Your attention is invited to the following:
1. The offer price is $45 per Share, net to you in cash, without
interest.
2. The Offer is being made for all outstanding Shares.
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3. Following the consummation of the Offer, ISP intends to seek to
have Dexter consummate a merger or similar business combination with Purchaser
or another direct or indirect wholly-owned subsidiary of ISP (the "Merger"). In
the Merger, each then outstanding Share (other than Shares held by Purchaser,
ISP or any of their respective wholly-owned indirect subsidiaries, treasury
shares and shares held by security holders who properly exercise any appraisal
rights available to them under the Connecticut Business Corporation Act (the
"CBCA")) would, by virtue of the Merger and without any action on the part of
the holders of Shares, be converted into the right to receive in cash the per
Share price paid in the Offer, payable to the holder thereof, without interest,
less any required withholding tax.
4. The Offer and withdrawal rights expire at 12:00 Midnight, New York
City time, on Monday, July 24, 2000, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, (1) there being
validly tendered and not properly withdrawn prior to the Expiration Date (as
defined in the Offer to Purchase) that number of Shares which, together with the
Shares beneficially owned by Purchaser and ISP, constitutes at least two-thirds
of the outstanding Shares on a fully diluted basis on the date of purchase of
the Shares pursuant to the Offer, (2) the Rights having been redeemed by
Dexter's Board or ISP being satisfied, in its sole discretion, that the Rights
have been invalidated or are otherwise inapplicable to the Offer and the
proposed Merger (as defined in the Offer to Purchase), (3) the acquisition of
Shares pursuant to the Offer and the proposed Merger having been approved by
Dexter's Board for purposes of Sections 33-841 and 33-844 (the "Business
Combination Statute") of the Connecticut Business Corporation Act (the "CBCA"),
so that Purchaser can consummate the proposed Merger as soon as practicable
following consummation of the Offer, or ISP being satisfied, in its sole
discretion, that the Business Combination Statute is invalid or otherwise
inapplicable to the Offer and the proposed Merger, (4) Dexter not selling or
otherwise disposing of any assets of Dexter or its subsidiaries outside the
ordinary course of business, including, without limitation, any shares of any
subsidiary of Dexter, such as Life Technologies, Inc., and upon the termination
of any agreements which Dexter has entered into with respect to the sale or
disposition of such assets and, in the sole determination of ISP, that no
material termination fees or other liabilities shall have been incurred in
connection therewith, (5) Purchaser having available borrowings of $1.775
billion to, among other things, purchase the Shares in the Offer, on the terms
set forth in the senior credit facilities commitment letter issued by The Chase
Manhattan Bank and Chase Securities Inc. to ISP Opco Holdings Inc., a subsidiary
of ISP, and (6) Dexter's Board agreeing to cause a majority of Dexter's Board to
be comprised of representatives of ISP immediately following the consummation of
the Offer. The Offer is also subject to certain other conditions set forth in
the Offer to Purchase. See the Introduction and Sections 1 and 14 of the Offer
to Purchase.
6. 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.
The Offer is being made solely by the Offer to Purchase and the
related Letter of Transmittal, and is being made to all holders of Shares. The
Purchaser is not aware of any state where the making of the Offer is prohibited
by administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good
faith effort to comply with any such state statute. If, after such good faith
effort to comply with any such state statute, the Offer will not be made to nor
will tenders be accepted from or on behalf of the holders of Shares in such
state. In any jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of Purchaser by one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing and returning to us the instruction form
set forth on the reverse side of this letter. An envelope to return your
instructions to us is enclosed. If you authorize the tender of your Shares, all
such Shares will be tendered unless otherwise specified on the reverse side of
this letter. Your instructions should be forwarded to us in ample time to permit
us to submit a tender on your behalf prior to the expiration of the Offer.
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Instructions with Respect to the
Offer to Purchase for Cash
All Shares of Common Stock
(Including the Associated Rights to Purchase
Fractional Units of Preferred Stock)
OF
DEXTER CORPORATION
AT
$45 NET PER SHARE IN CASH
BY
ISP ACQUISITION CORP.,
AN INDIRECT WHOLLY-OWNED SUBSIDIARY
OF
INTERNATIONAL SPECIALTY PRODUCTS INC.
The undersigned acknowledge(s) receipt of your letter and the
enclosed Offer to Purchase, dated June 26, 2000 (the "Offer to Purchase") and
the related Letter of Transmittal in connection with the Offer by ISP
Acquisition Corp., a Delaware corporation ("Purchaser") and indirect
wholly-owned subsidiary of International Specialty Products Inc., a Delaware
corporation ("ISP"), to purchase all outstanding shares of common stock, par
value $1.00 per share (the "Common Stock"), including the associated rights to
purchase fractional units of Preferred Stock (the "Rights" and, together with
the Common Stock, the "Shares") issued pursuant to the Rights Agreement (as
defined in the Offer to Purchase), of Dexter Corporation, a Connecticut
corporation ("Dexter"), at a price of $45 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase and related Letter of Transmittal.
This will instruct you to tender the number of Shares indicated below
(or if no number is indicated below, all Shares) held by you for the account of
the undersigned, upon the terms and subject to the conditions set forth in the
Offer.
Number of Common Shares to Be Tendered*
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Dated: _________ __, 2000
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Signature(s)
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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Print Name(s)
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Address(es)
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Area Code and Telephone Number
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Tax ID or Social Security Number
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