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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated February 1, 2000, and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares except for Parent and Purchaser (as defined below). The Offer
is not being made to (nor will tenders be accepted from or on behalf of) holders
of Shares in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the 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 that are
licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the Associated Rights to Purchase Common Stock)
of
CompUSA Inc.
at
$10.10 Net Per Share
by
TPC Acquisition Corp.
a wholly owned subsidiary of
Grupo Sanborns, S.A. de C.V.
TPC Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of Grupo Sanborns, S.A. de C.V., a corporation organized under the
laws of the United Mexican States ("Parent"), is offering to purchase all
outstanding shares of common stock, par value $.01 per share, of CompUSA Inc., a
Delaware corporation (the "Company"), including the associated common stock
purchase rights issued pursuant to the Rights Agreement (the "Rights
Agreement"), dated as of April 29, 1994, as amended as of January 23, 2000,
between the Company and American Stock Transfer & Trust Company (formerly Bank
One, Texas, N.A.), as Rights Agent (the "Shares"), at $10.10 per Share, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated February 1, 2000, and in
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, together constitute the "Offer"), except for Shares owned
by Parent, Purchaser or any of their respective affiliates. Tendering
shareholders 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 Purchaser pursuant to the Offer. The purpose
of the Offer is to acquire for cash as many outstanding Shares as possible as a
first step in acquiring the entire equity interest in the Company. Following the
consummation of the Offer, Purchaser intends to effect the Merger (as defined
below).
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the expiration of the Offer that number of
Shares that, together with any Shares then beneficially owned by Parent or
Purchaser or any of their respective affiliates, represents at least two-thirds
of the issued and outstanding Shares on a fully diluted basis and (2) any
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the regulations thereunder applicable to the purchase of Shares
pursuant to the Offer having expired or been terminated prior to the expiration
of the Offer. Certain other conditions to the Offer are described in Section 14
of the Offer to Purchase. The Offer is being made pursuant to a Merger Agreement
(the "Merger Agreement"), dated as of January 23, 2000, among the Company,
Parent and Purchaser, pursuant to which, after completion of the Offer and the
satisfaction or waiver of certain conditions, Purchaser will be merged with and
into the Company and the Company will be the surviving corporation (the
"Merger") and each issued and outstanding Share (other than Shares owned by
Parent, Purchaser or any subsidiary or affiliate of Parent, Purchaser or the
Company or held in the treasury of the Company or Shares which are held by
shareholders who properly exercise dissenters' rights, if any) will, by virtue
of the Merger and without any action on the part of the holder thereof, be
canceled and converted into the right to receive an amount in cash, without
interest, equal to the per Share price paid pursuant to the Offer. The Merger
Agreement is more fully described in the Offer to Purchase. The Company has
amended the Rights Agreement to make
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the Rights Agreement inapplicable to the Offer, the Merger and the Merger
Agreement.
The Board of Directors of the Company has unanimously approved the Merger
Agreement, the Offer and the Merger, determined that the Offer and the Merger
are advisable and fair to, and in the best interests of, the holders of Shares
(other than Parent and its affiliates) and unanimously recommends that
shareholders accept the Offer and tender their Shares pursuant to the Offer. For
purposes of the Offer, Purchaser will be deemed to have accepted for payment,
and thereby purchased, Shares validly tendered and not properly withdrawn if and
when Purchaser gives oral or written notice to Citibank, N.A. (the "Depositary")
of its acceptance for payment of such Shares pursuant to the Offer. Upon the
terms and subject to the conditions of the Offer, payment for Shares accepted
for payment pursuant to the Offer will be made by deposit of the purchase price
therefor with the Depositary, which will act as agent for the tendering
shareholders for the purpose of receiving payments from Purchaser and
transmitting such payments to the tendering shareholders. Under no circumstances
will interest be paid on the purchase price for Shares, regardless of any
extension of the Offer or any delay in making such payment.
In all cases, payment for Shares tendered and accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of (a)
certificates for such Shares or confirmation of the book-entry transfer of such
Shares into the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in Section
3 of the Offer to Purchase, (b) a Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees
(or, in the case of a book-entry transfer, an Agent's Message (as defined in
Section 3 of the Offer to Purchase) in lieu of the Letter of Transmittal) and
(c) any other documents required by the Letter of Transmittal.
Tenders of Shares made pursuant to the Offer are irrevocable, except that Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date as defined below and, unless theretofore accepted for payment by
Purchaser pursuant to the Offer, may also be withdrawn at any time after April
1, 2000, except as provided with respect to any subsequent offering period. The
term "Expiration Date" means 12:00 midnight, New York City time, on Tuesday,
February 29, 2000, unless Purchaser, in its sole discretion (subject to the
terms of the Merger Agreement), shall have extended the period of time during
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest time and date on which the Offer, as so extended by Purchaser, shall
expire. Subject to the terms of the Merger Agreement and the applicable rules
and regulations of the Securities and Exchange Commission, Purchaser expressly
reserves the right (but will not be obligated), in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary.
Any such extension will be followed as promptly as practicable by public
announcement thereof, such announcement to be issued no later than 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
Expiration Date. During any such extension, all Shares previously tendered and
not withdrawn will remain subject to the Offer, subject to the right of a
tendering shareholder to withdraw such shareholder's Shares.
For a withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover of the Offer to Purchase. Any such notice of withdrawal
must specify the name of the person having tendered the Shares to be withdrawn,
the number of Shares to be withdrawn and (if certificates for such Shares have
been tendered) the names in which the certificate(s) evidencing the Shares to be
withdrawn are registered, if different from that of the person who tendered such
Shares. The signature(s) on the notice of withdrawal must be guaranteed by an
Eligible Institution (as defined in Section 3 of the Offer to Purchase), unless
such Shares have been tendered for the account of any Eligible Institution. If
Shares have been tendered pursuant to the procedures for book-entry transfer as
set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawn Shares and otherwise comply with the
Book-Entry Transfer Facility's procedures. If certificates for Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, the
name of the registered holder and the serial numbers shown on such certificates
must also be furnished to the Depositary as aforesaid prior to the physical
release of such
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certificates. All questions as to the form and validity (including time of
receipt) of any notice of withdrawal will be determined by Purchaser, in its
sole discretion, which determination shall be final and binding. None of Parent,
Purchaser, the Depositary, the Information Agent (listed below), or any other
person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give such notification. Withdrawals of tenders of Shares may not be rescinded,
and any Shares properly withdrawn will be deemed not to have been validly
tendered for purposes of the Offer. However, withdrawn Shares may be retendered
by following one of the procedures described in Section 3 of the Offer to
Purchase at any time prior to the Expiration Date. Under the Merger Agreement
and pursuant to Rule 14d-11 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), Purchaser may,
subject to certain conditions, include a subsequent offering period following
the Expiration Date. Purchaser does not currently intend to include a subsequent
offering period in the Offer, although it reserves the right to do so in its
sole discretion. Under the Exchange Act, no withdrawal rights apply to Shares
tendered during a subsequent offering period and no withdrawal rights apply
during the subsequent offering period with respect to Shares tendered in the
Offer and accepted for payment. See Section 1 of the Offer to Purchase.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.
The Company has provided Purchaser with the Company's list of stockholders and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase and the related Letter of Transmittal will be
mailed by Purchaser to record holders of Shares whose names appear on the
Company's stockholders list and will be furnished to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the stockholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain important
information which should be read carefully and in their entirety before any
decision is made with respect to the Offer. Questions and requests for
assistance may be directed to the Information Agent at the address and telephone
number set forth below. Requests for additional copies of the Offer to Purchase
and the related Letter of Transmittal may be directed to the Information Agent
or to brokers, dealers, commercial banks or trust companies. Such additional
copies will be furnished at Purchaser's expense. Purchaser will not pay any fees
or commissions to any broker or dealer or any other person (other than the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer Is:
[MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
Banks and brokers call collect: (212) 929-5500
or
All others call toll-free (800) 322-2885
February 1, 2000