OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
SUNRISE MEDICAL INC.
AT
$10.00 NET PER SHARE
BY
V.S.M. ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
V.S.M. HOLDINGS, INC.
A WHOLLY OWNED SUBSIDIARY OF
V.S.M. INVESTORS, LLC
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON NOVEMBER 28, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
October 30, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated October 30,
2000 (the "Offer to Purchase") and the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer") relating to the
offer by V.S.M. Acquisition Corp., a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of V.S.M. Holdings, Inc., a Delaware corporation
("Holdings") and a wholly owned subsidiary of V.S.M. Investors, LLC, a Delaware
limited liability company ("Parent"), to purchase all of the outstanding shares
of Common Stock, par value $1.00 per share (the "Common Stock"), of Sunrise
Medical Inc., a Delaware corporation (the "Company"), including the associated
common stock purchase rights (the "Rights" and, together with the Common Stock,
the "Shares"), at a purchase price of $10.00 per Share, net to the seller in
cash, without interest thereon, less applicable withholding taxes, upon the
terms and subject to the conditions set forth in the Offer. We are the holder of
record of Shares held by us for your account. A tender of such Shares can be
made only by us as the holder of record pursuant to your instructions. The
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 to have us tender on your
behalf any or all of such Shares held by us for your account, pursuant to the
terms and subject to the conditions set forth in the Offer to Purchase.
Please note the following:
Your attention is directed to the following:
1. The tender price is $10.00 per Share, net to the seller in cash
without interest thereon.
2. The Offer is made for all of the outstanding Shares.
3. The Board of Directors of the Company has unanimously determined
that the Merger Agreement (as defined below) and the transactions
contemplated thereby, including the Offer and the Merger (as defined below),
are fair to and in the best interests of the holders of Shares and
recommended that the holders of the Shares accept the Offer and tender their
Shares to Purchaser.
4. The Offer is being made pursuant to the Agreement and Plan of
Merger, dated as of October 16, 2000 (the "Merger Agreement"), which
provides that subsequent to the consummation of the Offer, Purchaser will
merge into the Company (the "Merger"). At the effective time of the Merger
(the "Effective Time"), each then outstanding Share (other than Shares owned
by Parent and its subsidiaries and Shares held
by stockholders who have not voted in favor of or consented to the Merger
and who have properly demanded appraisal of their Shares in accordance with
Section 262 of the Delaware General Corporation Law) will be canceled,
retired and converted into the right to receive $10.00 in cash, without
interest, less any withholding taxes required under applicable laws.
5. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on November 28, 2000, unless the Offer is extended.
6. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares pursuant to the
Offer.
7. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the expiration of the Offer a
number of Shares which represents at least a majority of the number of
Shares outstanding on a fully-diluted basis (assuming the exercise of all
outstanding options to purchase Shares (other than options held by certain
executives of the Company who have entered into agreements not to exercise
their options so long as the Merger Agreement has not been terminated) and
any other rights to acquire Shares on the date of purchase).
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and any ancillary documents thereto and is being made to
all holders of Shares. Purchaser is not aware of any state or jurisdiction where
the making of the Offer or the acceptance of tendered Shares is prohibited by
any applicable law. If Purchaser becomes so aware, Purchaser will make a good
faith effort to comply with such law. If, after such good faith effort,
Purchaser cannot comply with such law, the Offer will not be made to nor will
tenders be accepted from or on behalf of the holders of Shares in such state or
jurisdiction. In any state or 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 licensed under the laws of such jurisdiction.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF THE SHARES HELD BY US FOR YOUR
ACCOUNT, PLEASE INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE
INSTRUCTION FORM CONTAINED IN THIS LETTER. IF YOU AUTHORIZE A TENDER OF YOUR
SHARES, ALL SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED IN SUCH
INSTRUCTION FORM. 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.