EXHIBIT (a)(5)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
EMCO LIMITED
AT CDN $16.60 NET PER SHARE
BY
2022841 ONTARIO INC.,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
BLACKFRIARS CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M.,
EASTERN TIME, ON MONDAY, APRIL 7, 2003, UNLESS THE OFFER IS EXTENDED.
February 28, 2003
To Our Clients:
Enclosed for your consideration is the Offer (the "Offer Document") and the
accompanied Circular (the "Circular", and together with the Offer Document, the
"Offer to Purchase"), dated February 28, 2003, a related Letter of Transmittal
(the "Letter of Transmittal" which, together with the Offer to Purchase and any
amendments or supplements thereto, collectively constitute the "Offer"), and the
Directors' Circular of the Board of Directors of Emco Limited, an Ontario
corporation (the "Company"), which is included in the Tender Offer Solicitation/
Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission by the Company, in connection with the offer by 2022841
Ontario Inc., an Ontario corporation (the "Offeror") and an indirect wholly
owned subsidiary of Blackfriars Corp., a corporation organized under the laws of
the state of Delaware ("Blackfriars"), to purchase all outstanding common shares
(the "Common Shares") of the Company, at a purchase price of CDN $16.60 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 the Letter of
Transmittal.
We are the holder of record of Common Shares for your account. A tender of
such Common Shares can be made only by us 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 Common Shares held by
us for your account.
We request instructions as to whether you wish us to tender any or all of
the Common Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
1. The offered price is CDN $16.60 per Share, net to you in cash,
without interest thereon. On February 27, 2003, the Federal Reserve
Bank of New York quoted noon spot exchange rate for Canadian dollars
per U.S. $1.00 was CDN $1.4954. Therefore, if you received payment in
Canadian dollars and exchanged it for U.S. dollars on such date, you
would have received U.S. $11.10 per Common Share. You should get a
current quote of the exchange rate before deciding whether to tender
your Common Shares.
2. The Offer is being made for all outstanding Common Shares.
3. The Offer is being made pursuant to a Support Agreement, dated as of
February 19, 2003 (the "Support Agreement"), among Blackfriars, the
Offeror and the Company. See "Arrangements, Agreements or
Understandings" in Section 11 of the Circular. The Support Agreement
provides, among other things, that if, within 120 days after the date
of the Offer, the Offer has been accepted by the holders of not less
than 90% of the Common Shares (other than Common Shares held on the
date hereof by or on behalf of the Offeror or any affiliate or
associate of the Offeror), the Offeror will use its reasonable best
efforts to avail itself, to the extent possible, of the compulsory
acquisition provisions of section 188 of the Business Corporation Act
(Ontario) (the "OBCA") so as to acquire the remaining Common Shares
from those
shareholders who have not accepted the Offer at the same price per
Common Share paid in the Offer. If less than 90% of the Common Shares
are acquired by the Offeror pursuant to the Offer (other than Common
Shares held on the date hereof by or on behalf of the Offeror or any
affiliate or associate of the Offeror), or the compulsory acquisition
provisions of the OBCA are otherwise unavailable, the Offeror may, and
currently intends to, implement other means of acquiring all of the
Common Shares in accordance with Canadian law, including by way of a
capital reorganization, an arrangement, amalgamation, merger, share
consolidation, or other transaction (a "Subsequent Acquisition
Transaction"), provided that the consideration offered in connection
with the Subsequent Acquisition Transaction is at least equivalent in
value to the consideration offered under the Offer. If the Deposit
Minimum Condition (as defined below) is satisfied, the Offeror will own
sufficient Common Shares to effect a Subsequent Acquisition Transaction
without the affirmative vote of any of other shareholder of the Company.
See "Acquisition of Common Shares Not Deposited under the Offer" in
Section 11 of the Offer Document and in Section 15 of the Circular.
4. The Company's board of directors, at a special meeting held on
February 19, 2003, unanimously (1) determined that the Offer is in
the best interests of the Company's shareholders, (2) approved and
adopted the Support Agreement and the transactions contemplated
thereby, including the Offer, and (3) recommended that the Company's
shareholders accept the Offer. Accordingly, the Company's board of
directors has recommended that you accept the Offer and tender all of
your Common Shares pursuant to the Offer.
5. Concurrently with entering into the Support Agreement, the Offeror
and Blackfriars entered into a lock-up agreement (the "Lock-up
Agreement") with Masco Corporation ("Masco") which owns 6,621,334
Common Shares, constituting approximately 42% of the Common Shares
outstanding. Under the Lock-up Agreement, Masco has agreed, among
other things, to tender its Common Shares in the Offer. See
"Arrangements, Agreements or Understanding -- Lock-up Agreement" in
Section 11 of the Circular.
6. The Offer and withdrawal rights will expire at 8:00 P.M., Eastern
Time, on Monday, April 7, 2003 (the "Expiry Time"), unless the Offer
is extended.
7. Any stock transfer taxes applicable to the sale of Common Shares to
the Offeror pursuant to the Offer will be paid by the Offeror, except
as otherwise provided in Instruction 8 of the Letter of Transmittal.
The Offer is conditioned upon, among other things, (1) there being validly
tendered (other than by guaranteed delivery where actual delivery has not
occurred) and not properly withdrawn prior to the expiration of the Offer a
number of Common Shares that represents at least 66 2/3% of the Common Shares
outstanding on a Fully-diluted Basis (as defined in the Offer to Purchase),
excluding Common Shares issuable on the conversion of the outstanding 6.5%
convertible unsecured subordinated debentures of The Company, due July 4, 2007
(the "Deposit Minimum Condition"), (2) any waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
regulations thereunder having expired or been terminated, and (3) the Offeror
shall have received all required regulatory approvals or rulings, including,
without limitation, under the Competition Act (Canada) and under the Investment
Canada Act. The Offer is subject to certain other conditions described under
"Conditions of the Offer" in Section 4 of the Offer Document. Please read
Section 4 of the Offer Document, which set forth in full the conditions to the
Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is not being made to (nor will tenders be accepted from or on
behalf of) holders of Common 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 those jurisdictions where securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer to
will be deemed to be made on behalf of the Offeror 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 Common Shares, please so
instruct us by completing, executing and returning to us the instruction form
set forth on the reverse side of this letter. An envelope to return your
instructions to us also is enclosed. If you authorize the tender of your Common
Shares, all such Common Shares will be tendered unless otherwise specified on
the reverse side of 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 Expiry
Time.
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
EMCO LIMITED
AT CDN $16.60 NET PER SHARE
BY
2022841 ONTARIO INC.,
AN INDIRECT WHOLLY OWNED SUBSIDIARY
BLACKFRIARS CORP.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
and the accompanied Circular (together, the "Offer to Purchase") dated February
28, 2003, and the related Letter of Transmittal, in connection with the offer by
2022841 Ontario Inc., an Ontario corporation (the "Offeror") and an indirect
wholly owned subsidiary of Blackfriars Corp., a corporation organized under the
laws of the state of Delaware ("Blackfriars"), to purchase all outstanding
common shares (the "Common Shares"), of Emco Limited, an Ontario corporation
(the "Company"), at a purchase price of CDN $16.60 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 the Letter of Transmittal.
This will instruct you to tender to the Offeror the number of Common Shares
indicated below (or, if no number is indicated below, all Common 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 to Purchase and the related Letter of
Transmittal.
<Table>
Number of Common Shares to Be Tendered:* -------------------------------------
Account No.: -------------------------------
Dated: _________________, 2003
SIGN HERE
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Signature(s)
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Print Name(s)and Address(es)
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Area Code and Telephone Number(s)
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Taxpayer Identification or Social Security
Number(s)
</Table>
* Unless otherwise indicated, it will be assumed that all Common Shares held by
us for your account are to be tendered.