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Exhibit (a)(1)(E)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS)
OF
SYBRON CHEMICALS INC.
AT
$35.00 NET PER SHARE
BY
PROJECT TOLEDO ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
BAYER CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
BAYER AKTIENGESELLSCHAFT
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, OCTOBER 5, 2000, UNLESS THE OFFER IS EXTENDED.
September 8, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated September 8,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with amendments or supplements thereto, collectively constitute the
"Offer") relating to the Offer by Project Toledo Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Bayer
Corporation, an Indiana corporation ("Parent") and a wholly owned subsidiary of
Bayer Aktiengesellschaft, a company organized under the laws of the Federal
Republic of Germany ("Bayer AG"), to purchase all outstanding shares of common
stock, par value $.01 per share (the "Shares"), of Sybron Chemicals Inc., a
Delaware corporation (the "Company"), together with the associated rights (the
"Rights") to purchase Series A Junior Participating Preferred Stock pursuant to
the Rights Agreement by and between the Company and Fleet National Bank, as
Rights Agent, as amended as of August 30, 2000 (as amended, the "Rights
Agreement"), upon the terms and subject to the conditions set forth in the
Offer. Unless the context requires otherwise, all references to Shares shall
include the Rights. Also enclosed is the Letter to Stockholders of the Company
from the Chairman of the Board and Chief Executive Officer of the Company
accompanied by the Company's Solicitation/Recommendation Statement on Schedule
14D-9.
We (or our nominees) 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 to tender Shares held by us for
your account.
We request instructions as to whether you wish to tender any of or all the
Shares held by us for your account pursuant to the terms and conditions set
forth in the Offer.
Your attention is directed to the following:
1. The offer price is $35.00 per Share net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions of
the Offer.
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2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously approved the
Merger Agreement (as defined below), the Offer and the Merger (as defined
below) and the other transactions contemplated by the Merger Agreement and
determined that each of the Offer, the Merger and the Merger Agreement is
advisable, and fair to and in the best interests of the Company and the
stockholders of the Company, and unanimously recommends that stockholders
of the Company accept the Offer and tender their Shares pursuant to the
Offer.
4. The Offer is being made pursuant to the Agreement and Plan of
Merger dated as of August 30, 2000 (the "Merger Agreement"), among the
Company, Parent and the Purchaser pursuant to which, as soon as practicable
following the consummation of the Offer and the satisfaction or waiver of
certain conditions, the Purchaser will be merged with and into the Company
with the Company surviving the merger as a wholly owned subsidiary of
Parent (the "Merger"). At the effective time of the Merger, each
outstanding Share (other than Shares owned by Parent, the Purchaser or the
Company or by stockholders, if any, who are entitled to and properly
exercise appraisal rights under Delaware Law) will be converted into the
right to receive the price per Share paid pursuant to the Offer in cash,
without interest, as set forth in the Merger Agreement and described in the
Offer to Purchase. The Merger Agreement provides that the Purchaser may
assign the right to purchase Shares in the Offer to Parent or any wholly
owned direct or indirect subsidiary of Parent, but no such assignment shall
relieve the Purchaser of its obligations under the Merger Agreement.
5. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, OCTOBER 5, 2000 (THE "EXPIRATION DATE"), UNLESS THE
OFFER IS EXTENDED BY THE PURCHASER, IN WHICH EVENT THE TERM "EXPIRATION
DATE" SHALL MEAN THE LATEST TIME AT WHICH THE OFFER, AS SO EXTENDED BY THE
PURCHASER, WILL EXPIRE.
6. The Offer is conditioned upon, among other things, (A) there being
validly tendered and not withdrawn prior to the Expiration Date, a number
of Shares, which when added to the Shares then beneficially owned by the
Purchaser represent at least a majority of the total number of Shares
outstanding on a fully diluted basis, and (B) the waiting period (and any
extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and any other similar and necessary foreign approvals
or waiting periods applicable to the purchase of the Shares pursuant to the
Offer having expired or terminated and all regulatory approvals required to
consummate the Offer and the Merger having been obtained and remaining in
full force and effect.
7. Any stock transfer taxes applicable to a sale of Shares to the
Purchaser will be borne by the Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
8. Tendering stockholders will not be obligated to pay brokerage fees
or commissions to the Dealer Manager, the Depositary or the Information
Agent 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. However, federal income tax backup withholding at a rate of
31% may be required, unless an exemption is provided or unless the required
taxpayer identification information is provided. See Instruction 9 of the
Letter of Transmittal.
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the Expiration Date.
If you wish to have us tender any of or all the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form on the detachable part hereof. 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 detachable
part hereof. 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.
Payment for Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by EquiServe Trust Company, N.A. (the
"Depositary") of (a) certificates for (or a timely Book-Entry Confirmation (as
defined in the Offer to Purchase) with respect to such Shares, (b) a Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or, in the case of a book-entry transfer
effected pursuant to the procedures set forth in Section 2 of the Offer to
Purchase, an Agent's Message, and (c) any other
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documents required by the Letter of Transmittal. Accordingly, tendering
stockholders may be paid at different times depending upon when certificates for
Shares or Book-Entry Confirmations with respect to Shares are actually received
by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE
PRICE OF THE SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF
THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
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 is being
made on behalf of the Purchaser by ING Barings LLC, the Dealer Manager for the
Offer, or one or more registered brokers or dealers that are 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 Series A Junior Participating Preferred Stock Purchase
Rights)
OF SYBRON CHEMICALS INC.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase of Project Toledo Acquisition Corp., dated September 8, 2000 (the
"Offer to Purchase"), and the related Letter of Transmittal relating to shares
of Common Stock, par value $.01 per share (the "Shares"), of Sybron Chemicals
Inc., a Delaware corporation, including the associated rights (the "Rights") to
purchase Series A Junior Participating Preferred Stock pursuant to the Rights
Agreement by and between Sybron Chemicals Inc. and Fleet National Bank, as
Rights Agent, as amended as of August 30, 2000. Unless the context requires
otherwise, all references to Shares shall include the Rights.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, on the terms and subject to the
conditions set forth in the Offer to Purchase and related Letter of Transmittal.
NUMBER OF SHARES TO BE TENDERED(1):
----------------- Shares
SIGN HERE
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Signature(s)
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Please Type or Print Name(s)
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Please Type or Print Address(es)
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Area Code and Telephone Number
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Taxpayer Identification or Social
Security No.
Dated: , 2000
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(1) Unless otherwise indicated, it will be assumed that all your Shares are to
be tendered.
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