Exhibit (a)(5)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Lifschultz Industries, Inc.
by
Saltwater Acquisition Corp.
an indirect, wholly-owned subsidiary
of
Danaher Corporation
at
$22.80 Net Per Share
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, JUNE 19, 2001, UNLESS THE OFFER IS EXTENDED.
May 22, 2001
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated May 22, 2001
(the "Offer to Purchase"), and the related Letter of Transmittal relating to an
offer by Saltwater Acquisition Corp., a Delaware corporation ("Purchaser") and
an indirect, wholly-owned subsidiary of Danaher Corporation, a Delaware
corporation ("Danaher"), to purchase all of the outstanding shares of common
stock, par value $0.001 per share (the "Shares"), of Lifschultz Industries,
Inc., a Delaware corporation ("Lifschultz"), at a purchase price of $22.80 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 in the related
Letter of Transmittal (which, as amended from time to time, together 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 SunTrust
Bank, the Depositary, on or prior to the Expiration Date (as defined in the
Offer to Purchase), 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 of the Offer to Purchase.
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 and 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.
Your attention is directed to the following:
1. The Offer price is $22.80 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 Lifschultz has unanimously determined that
the Merger Agreement (as defined below) and each of the transactions
contemplated thereby, including each of the Offer and the Merger (as
defined below), are advisable, fair to and in the best interests of
Lifschultz and its stockholders, approved the Offer and the Merger and
adopted the Merger Agreement in accordance with the General Corporation Law
of the State of Delaware (the "GCL"), and recommends that the stockholders
of Lifschultz accept the Offer and tender their Shares pursuant to the
Offer.
4. The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of May 15, 2001, among Danaher, the Purchaser and Lifschultz (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 the Purchaser, 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 GCL, Purchaser will be
merged with and into Lifschultz (the "Merger"). Following the effective
time of the Merger (the "Effective Time"), Lifschultz will continue as the
surviving corporation and become an indirect, wholly-owned subsidiary of
Danaher and the separate corporate existence of Purchaser will cease. At
the Effective Time, each Share issued and outstanding immediately prior to
the Effective Time (other than (a) Shares held by Danaher, Purchaser, any
wholly-owned subsidiary of Danaher or the Purchaser, in the treasury of
Lifschultz or by any wholly-owned subsidiary of Lifschultz, which Shares,
by virtue of the Merger, will be canceled and retired and will cease to
exist with no payment being made with respect thereto, and (b) Shares, if
any, held by stockholders who have properly exercised appraisal rights
under Section 262 of the GCL) will, by virtue of the Merger and without any
action on the part of the holders of the 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, upon surrender of the Share
Certificate, less any required withholding taxes. If the Purchaser,
together with Danaher, acquires, pursuant to the Offer, at least a majority
of the then issued and outstanding Shares, which is a condition to closing
the Offer, the Purchaser will have sufficient voting power to approve the
Merger without the approval of any other stockholders, either at a meeting
of stockholders or by written consent without a meeting. If the Purchaser,
together with Danaher, acquires, pursuant to the Offer, at least 90% of the
then issued and outstanding Shares, the Purchaser intends to effect the
Merger without a vote of the Company's stockholders pursuant to Section 253
of the GCL. The Merger Agreement is more fully described in Section 11 of
the Offer to Purchase.
5. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Tuesday, June 19, 2001, 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 by the
Purchaser pursuant to the Offer.
7. The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the Expiration Date a number of
Shares which represents at least a majority of the total number of Shares
outstanding on a fully diluted basis on the date of purchase. As used
herein, "fully diluted basis" means the number of Shares then outstanding,
plus all Shares issuable upon the conversion of any then outstanding
convertible securities or upon the exercise of any then outstanding
options, warrants or rights.
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 or jurisdiction where the making of the
Offer or the acceptance of the Shares is prohibited by any applicable law. If
the Purchaser becomes aware of any valid state statute prohibiting the making
of the Offer or the acceptance of Shares pursuant thereto, the Purchaser will
make a good faith effort to comply with any such state statute or seek to have
such statute declared inapplicable to the Offer. If, after such good faith
effort, the Purchaser cannot comply with 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
the 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 on or prior to the expiration of
the Offer.
Instructions with Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Lifschultz Industries, Inc.
by
Saltwater Acquisition Corp.
an indirect, wholly-owned subsidiary
of
Danaher Corporation
The undersigned acknowledge(s) receipt of your letter enclosing the Offer to
Purchase, dated May 22, 2001 (the "Offer to Purchase") and the related Letter
of Transmittal pursuant to an offer by Saltwater Acquisition Corp., a Delaware
corporation and an indirect, wholly-owned subsidiary of Danaher Corporation, a
Delaware corporation, to purchase all outstanding shares of common stock, par
value $0.001 per share (the "Shares"), of Lifschultz Industries, Inc., a
Delaware corporation, at a purchase price of $22.80 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 the 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) which are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer to Purchase and in the related Letter of Transmittal
furnished to the undersigned.
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Number of Shares to be Tendered* ___________________________________
Dated: ______________________________________________________ , 2001
SIGN HERE
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Signature
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Please Print
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Address
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Area Code and Telephone Number
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Tax Identification Number, or Social Security Number(s)
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* Unless otherwise indicated, it will be assumed that all of your Shares held
by us for your account are to be tendered.