Exhibit (a)(1)(E)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the Associated Junior Participating Preferred Stock Purchase Rights)
of
HeadHunter.NET, Inc.
at
$9.25 Net Per Share
by
CB Merger Sub, Inc.,
a wholly owned subsidiary of
Career Holdings, Inc.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 28, 2001
UNLESS THE OFFER IS EXTENDED.
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August 31, 2001
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated August 31,
2001 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer") relating to an offer by CB Merger Sub, Inc., a Georgia corporation
("Purchaser") and a wholly owned subsidiary of Career Holdings, Inc., a
Delaware corporation ("Career Holdings"), to purchase all outstanding shares of
common stock, par value $.01 per share (the "Common Stock"), of HeadHunter.NET,
Inc., a Georgia corporation (the "Company"), including the associated junior
participating preferred stock purchase rights (the "Rights" and, together with
the Common Stock, the "Shares") issued pursuant to a Shareholder Protection
Rights Agreement, dated as of April 15, 2000, between the Company and American
Stock Transfer & Trust Company, as amended by Amendment No. 1 to the
Shareholder Protection Rights Agreement, dated as of February 27, 2001, and
Amendment No. 2 to the Shareholder Protection Rights Agreement, dated as of
August 24, 2001, at a purchase price of $9.25 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer. The Offer is being made in connection with the Agreement and Plan
of Merger, dated as of August 24, 2001, among Career Holdings, Purchaser and
the Company (the "Merger Agreement"). This material is being forwarded to you
as the beneficial owner of Shares carried by us in your account but not
registered in your name.
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.
Accordingly, we request instructions as to whether you wish to tender any or
all of the Shares held by us for your account, upon the terms and conditions
set forth in the Offer.
Please note the following:
1. The tender price is $9.25 per Share, net to you in cash without
interest.
2. The Offer is being made for all of the outstanding Shares.
3. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Friday, September 28, 2001, unless the Offer is extended.
4. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer such number
of Shares that would constitute at least a majority of the
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Shares that in the aggregate are outstanding determined on a fully diluted
basis (after giving maximum effect to the exercise of all options, warrants
and other rights to purchase, and the conversion or exchange of all
securities convertible or exchangeable into, Shares outstanding at the
expiration date of the Offer, whether or not vested, exercised or converted
at the time of determination), and any waiting period under the HSR Act (as
defined in the Offer to Purchase) applicable to the purchase of Shares
pursuant to the Offer having expired or having been terminated prior to the
expiration of the Offer. The Offer is also subject to the other terms and
conditions contained in the Offer to Purchase.
5. Tendering shareholders will not be obligated to pay brokerage fees or
commissions imposed by Career Holdings or Purchaser or, except as set forth
in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the
transfer of Shares pursuant to the Offer.
If you wish to have us tender any or all of the Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
contained in this letter. An envelope to return your instruction to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise indicated in such instruction form. Please forward
your instructions to us as soon as possible to allow us ample time to tender
your Shares on your behalf prior to the expiration of the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements or amendments thereto. The Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of Shares
residing in any jurisdiction in which the making of the Offer or acceptance
thereof would not be in compliance with the securities laws of such
jurisdiction. 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 will be
deemed to be made on behalf of Purchaser by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING PREFERRED STOCK
PURCHASE RIGHTS)
OF
HEADHUNTER.NET, INC.
BY
CB MERGER SUB, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated August 31, 2001 (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
CB Merger Sub, Inc., a Georgia corporation ("Purchaser") and a wholly owned
subsidiary of Career Holdings, Inc., a Delaware Corporation ("Career
Holdings"), to purchase all outstanding shares of common stock, par value $.01
per share (the "Common Stock"), of HeadHunter.NET, Inc., a Georgia corporation
(the "Company"), including the associated junior participating preferred stock
purchase rights (the "Rights" and, together with the Common Stock, the
"Shares") issued pursuant to a Shareholder Protection Rights Agreement, dated
as of April 15, 2000, between the Company and American Stock Transfer and Trust
Company, as amended by Amendment No. 1 to the Shareholder Protection Rights
Agreement, dated as of February 27, 2001, and Amendment No. 2 to the
Shareholder Protection Rights Agreement, dated as of August 24, 2001.
This will instruct you to tender to Purchaser 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.
Number of Shares to be Tendered:* ___________________________________________
SIGN HERE
(Signature(s))
Account Number:
Date: , 2001
(Print Name(s))
(Print Address(es))
(Area Code and Telephone Number(s))
(Taxpayer Identification or
Social Security Number(s))
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*Unlessotherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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