OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
HUNGRY MINDS, INC.
AT
$6.09 NET PER SHARE IN CASH
BY
HMI ACQUISITION CORP.
A DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARY OF
JOHN WILEY & SONS, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 17, 2001,
UNLESS THE OFFER IS EXTENDED.
August 20, 2001
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated August 20,
2001 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"), delivered to you in connection with the Offer by HMI Acquisition
Corp., a Delaware corporation ("Purchaser") and a direct or indirect wholly
owned subsidiary of John Wiley & Sons, Inc., a New York corporation ("Wiley"),
to purchase all outstanding shares of Class A Common Stock, par value $0.001 per
share (the "Shares"), of Hungry Minds, Inc., a Delaware corporation (the
"Company"), at a purchase price of $6.09 per Share, net to you in cash, without
interest thereon. Holders of Shares whose certificates for such Shares (the
"Certificates") are not immediately available or who cannot deliver their
Certificates and all other required documents to the Depositary (as defined in
the Offer to Purchase) or complete the procedures for book-entry transfer on or
prior to the Expiration Date (as defined in the Offer to Purchase) 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 FOR YOUR ACCOUNT. ONLY WE CAN
MAKE A TENDER OF SUCH SHARES 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.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf 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 directed to the following:
1. The offer price is $6.09 per Share, net to you in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer.
2. The Offer is being made for all outstanding Shares.
3. The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of August 12, 2001 (the "Merger Agreement"), among Wiley, the Purchaser
and the Company. The Merger Agreement provides that, among other things, the
Purchaser will make the Offer and that, following the purchase of Shares
pursuant to the Offer upon the terms and subject to the conditions set forth in
the Merger Agreement and in accordance with the Delaware General Corporation Law
(the "DGCL"), the Purchaser will be merged with and into the Company (the
"Merger"). Following consummation of the Merger, the Company will continue as
the surviving corporation and become a direct or indirect wholly owned
subsidiary of Wiley. At the effective time of the Merger, each outstanding Share
(other than Shares held by (a) the Company or any of its subsidiaries, (b)
Wiley, Purchaser or any of Wiley's direct or indirect wholly owned subsidiaries,
or (c) stockholders, if any, who are entitled to and properly exercise appraisal
rights under the DGCL), will be converted into the right to receive the price
per Share paid pursuant to the Offer in cash, without interest thereon, as set
forth in the Merger Agreement and described in the Offer to Purchase.
4. The Board of Directors of the Company has (i) unanimously determined
that the Merger Agreement and the transactions contemplated thereby, including
each of the Offer, the Merger and the purchase of the Shares contemplated by the
Offer (collectively, the "Transactions"), are advisable and fair to, and in the
best interests of, the Company and the Company's stockholders, (ii) unanimously
approved of and adopted the Transactions and the Merger Agreement in accordance
with the requirements of the General Corporation Law of the State of Delaware
(the "DGCL") so that the provisions of Section 203 of the DGCL are not
applicable to the Transactions provided for, referred to or contemplated by, the
Merger Agreement, and (iii) resolved to recommend that the holders of Shares
accept the Offer, tender their Shares pursuant to the Offer, and approve and
adopt the Merger Agreement and the Merger.
5. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Monday, September 17, 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, transfer taxes on the purchase of Shares by the Purchaser pursuant
to the Offer. Any stock transfer taxes applicable to the transfer and 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. However,
federal income tax backup withholding (currently at a rate of 30.5%, effective
until December 31, 2001) may be required, unless an exemption is provided or
unless the required taxpayer identification information is provided. See
Instruction 10 of the Letter of Transmittal.
7. The consummation of the Offer is conditioned upon, among other things,
and as more fully described in the Offer to Purchase, (a) there being validly
tendered and not properly withdrawn prior to the Expiration Date that number of
Shares which, together with any other Shares then owned by Wiley, Purchaser, or
any affiliate of Wiley or Purchaser, constitutes at least a majority of the
Shares entitled to vote generally in the election of directors or in a merger,
calculated on a fully diluted basis on the date of purchase and (b) any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, having expired or been terminated. The Offer is also
subject to certain other conditions set forth in the Offer to Purchase. See the
Introduction and Sections 1 and 15 of the Offer to Purchase.
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. Purchaser is
not aware of any state in which the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. In any
jurisdiction in which the securities,
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blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer will 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 your Shares, please so instruct
us by completing, executing and returning to us the instruction form attached to
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 attachment to 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 Date.
Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of Certificates for, or a timely Book-Entry
Confirmation (as defined in the Offer to Purchase) with respect to, such Shares,
a properly completed and duly executed Letter of Transmittal, together with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase)), and any other documents
required by the Letter of Transmittal. Accordingly, payment might not be made to
all tendering stockholders at the same time, and will depend upon when
Certificates or Book-Entry Confirmations of such Shares are received into the
Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase).
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
OF
HUNGRY MINDS, INC.
AT
$6.09 NET PER SHARE IN CASH
BY
HMI ACQUISITION CORP.
A DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARY OF
JOHN WILEY & SONS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated August 20, 2001, and the related Letter of Transmittal
in connection with the Offer by HMI Acquisition Corp., a Delaware corporation
and a direct or indirect wholly owned subsidiary of John Wiley & Sons, Inc., a
New York corporation, to purchase all outstanding shares of Class A Common
Stock, par value $0.001 per share (the "Shares"), of Hungry Minds, Inc., a
Delaware corporation, at a purchase price of $6.09 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 Shares to be Tendered* ______________________________________ Shares
Dated: __________________________________, 2001
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Signature(s)
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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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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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