EXHIBIT (A)(1)(E)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SWISS ARMY BRANDS, INC.
AT
$9.00 NET PER SHARE
BY
SABI ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
VICTORINOX AG
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, AUGUST 19, 2002, UNLESS THE OFFER IS EXTENDED
July 23, 2002
To Our Clients:
Enclosed for your consideration are an Offer to Purchase dated July 23,
2002 (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 SABI Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Victorinox AG, a
corporation organized under the laws of Switzerland ("Victorinox"), to purchase
all outstanding shares of Common Stock, par value $.10 per share (the "Shares"),
of Swiss Army Brands, Inc., a Delaware corporation ("Swiss Army Brands"), at a
price of $9.00 per Share, net to the seller in cash less any required
withholding of taxes and without payment of interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase and in the related Letter
of Transmittal.
WE ARE (OR OUR NOMINEE IS) 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.
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 invited to the following:
1. The tender price is $9.00 per Share, net to the seller in cash
less any required withholding of taxes and without payment of interest,
2. The Offer is being made for all outstanding Shares.
3. A special committee comprised of non-employee directors of the
Board of Directors of Swiss Army Brands has unanimously determined that the
Offer is advisable, fair to and in the best interests of
the stockholders of Swiss Army Brands who are unaffiliated with Victorinox
and has unanimously recommended that such unaffiliated stockholders tender
their Shares pursuant to the Offer.
4. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on August 19, 2002, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there being
validly tendered and not properly withdrawn prior to the expiration of the
Offer such number of Shares, which, together with the Shares owned by
Purchaser, Victorinox and their affiliates constitutes at least ninety
percent (90%) of the then-outstanding Shares. The Offer is also subject to
other conditions set forth in the Offer to Purchase. See the Introduction
and Section 13 of the Offer to Purchase. The Offer is not conditioned upon
any financing conditions.
6. Tendering stockholders will not be obligated to pay, except as
otherwise provided in Instruction 6 of the Letter of Transmittal, stock
transfer taxes with respect to the sale and transfer of any Shares to
Purchaser pursuant to the Offer.
7. Notwithstanding any other provision of the Offer, payment for
Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) certificates evidencing such Shares
(the "Swiss Army Brands Certificates") or, if such Shares are held in
book-entry form, timely confirmation of a Book-Entry Transfer (a
"Book-Entry Confirmation") of such Shares into the account of the
Depositary, at The Depositary Trust Company, (ii) a properly completed and
duly executed Letter of Transmittal or a copy thereof 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) in lieu of the Letter of
Transmittal) and (iii) any other documents required by the Letter of
Transmittal. Accordingly, tendering stockholders may be paid at different
times depending upon when Swiss Army Brands Certificates 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 Purchaser, regardless of any extension of
the Offer or any delay in making such payment.
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 contained
in 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 in your instructions.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER 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 is being made to all holders of Shares. Purchaser is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes aware
of any valid state statute prohibiting the making of the Offer or the acceptance
of Shares pursuant thereto, 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 Purchaser by one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
2
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
SWISS ARMY BRANDS, INC.
BY
SABI ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
VICTORINOX AG
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated July 23, 2002, and the related Letter of Transmittal
(which, as they may be amended and supplemented from time to time, together
constitute the "Offer") in connection with the offer by SABI Acquisition Corp.,
a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Victorinox
AG, a corporation organized under the laws of Switzerland, to purchase all
outstanding shares of Common Stock, par value $.10 per share (the "Shares"), of
Swiss Army Brands, Inc., a Delaware corporation, at $9.00 per Share, net to the
seller in cash less any required withholding of taxes and without payment of
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal.
This will instruct you to tender to Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) that 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*:
-------------------------------------- Shares
SIGN HERE:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Date:
- ----------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT ADDRESS)
- --------------------------------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER)
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
- ---------------
* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
3