Exhibit 99.5
INNOVA, S. DE R.L. DE C.V.
TENDER FOR EXCHANGE OF
9.375% SENIOR NOTES DUE 2013 FOR
9.375% SENIOR EXCHANGE NOTES DUE 2013
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON (THE "EXPIRATION DATE"), UNLESS
EXTENDED.
To Our Clients:
Enclosed for your consideration is a prospectus, dated , 2003, of
Innova, S. de R.L. de C.V., and a related letter of transmittal, that
together constitute Innova, S. de R.L. de C.V.'s offer to exchange
U.S.$10,000 principal amount of Rule 144A 9.375% Senior Exchange Notes due
2013, and U.S.$1,000 principal amount of Regulation S 9.325% Senior
Exchange Notes due 2013, and, in both cases, integral multiples of U.S.
$1,000 in excess thereof, which have been registered under the Securities
Act of 1933, as amended, of Innova, S. de R.L. de C.V., for each
U.S.$10,000 principal amount of outstanding Rule 144A 9.375% Senior Notes
due 2013, and U.S.$1,000 principal amount of Regulation S 9.325% Senior
Notes due 2013, and, in both cases, integral multiples of U.S.$1,000 in
excess thereof, of Innova, S. de R.L. de C.V., of which U.S.$300,000,000
aggregate principal amount is outstanding.
The materials relating to the exchange offer are being forwarded to you
as the beneficial owner of outstanding notes carried by us for your account
or benefit but not registered in your name. A tender of any outstanding
notes may only be made by us as the registered holder and pursuant to your
instructions. Therefore, we urge beneficial owners of outstanding notes
registered in the name of a broker, dealer, commercial bank, trust company
or any other nominee to contact such registered holder promptly if they
wish to tender outstanding notes in the exchange offer.
Accordingly, we request instructions as to whether you wish us to
tender any or all such outstanding notes held by us for your account or
benefit pursuant to the terms and conditions set forth in the prospectus
and the letter of transmittal. We urge you to read carefully the prospectus
and letter of transmittal and other material provided herewith before
instructing us to tender your outstanding notes. THE LETTER OF TRANSMITTAL
IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO
EXCHANGE OUTSTANDING NOTES HELD BY US FOR YOUR ACCOUNT OR BENEFIT.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender notes on your behalf in accordance with the
provisions of the exchange offer.
Your attention is directed to the following:
1. The exchange offer will expire at 5:00 p.m., New York City time, on ,
2003, unless extended. Tendered outstanding notes may be withdrawn,
subject to the procedures described in the prospectus, at any time
prior to 5:00 p.m. New York City time, on the expiration date.
2. The outstanding notes will be exchanged for the exchange notes at the
rate of U.S.$1,000 principal amount of exchange notes for each U.S.
$1,000 principal amount of outstanding notes validly tendered and not
validly withdrawn prior to the expiration date. The exchange notes will
bear interest from the most recent interest payment date to which
interest has been paid on the notes or, if no interest has been paid,
from March 19, 2004. The form and terms of the exchange notes are
identical in all material respects to the form
and terms of the outstanding notes, except that the exchange notes have
been registered under the Securities Act of 1933, as amended.
3. Notwithstanding any other term of the exchange offer, Innova, S. de
R.L. de C.V. may terminate or amend the exchange offer as provided in
the prospectus and will not be required to accept for exchange, or
exchange any exchange notes for, any outstanding notes not accepted for
exchange prior to such termination.
4. Any transfer taxes applicable to the exchange of the outstanding notes
pursuant to the exchange offer will be paid by Innova, S. de R.L. de
C.V., except as otherwise provided in the prospectus and in Instruction
8 of the letter of transmittal.
5. Based on an interpretation of the Securities Act by the staff of the
Securities and Exchange Commission, Innova, S. de R.L. de C.V. believes
that exchange notes issued pursuant to the exchange offer in exchange
for outstanding notes may be offered for resale, resold and otherwise
transferred by holders thereof without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided
that:
(a) the holder is acquiring exchange notes in its ordinary course of
business;
(b) the holder is not engaging in and does intend to engage in a
distribution of the exchange notes;
(c) the holder is not participating, and has no arrangement or
understanding with any person to participate, in the distribution
of the exchange notes;
(d) the holder is not an "affiliate" of Innova, S. de R.L. de C.V. or
the guarantors, as such term is defined under Rule 405 of the
Securities Act; and
(e) the holder is not acting on behalf of any person who could not
truthfully make these statements.
To participate in the exchange offer, holders must represent to Innova,
S. de R.L. de C.V. that each of these statements is true. If the holder is a
broker-dealer that will receive exchange notes for its own account in exchange
for outstanding notes that were acquired as a result of market-making activities
or other trading activities, it must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such exchange notes.
If you wish to have us tender any or all of your outstanding notes,
please so instruct us by completing and returning to us the form entitled
"Instructions To Registered Holder And/Or Book-Entry Transfer Facility
Participant From Beneficial Owner" attached hereto. An envelope to return your
instructions is enclosed. If you authorize a tender of your outstanding notes,
the entire principal amount of outstanding notes held for your account will be
tendered unless otherwise specified on the instruction form. Your instructions
should be forwarded to us with ample time to permit us to submit a tender on
your behalf by the expiration date.
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