EXHIBIT (a)(1)(E)
OFFER TO PURCHASE
FOR CASH
ALL OUTSTANDING SHARES OF
COMMON STOCK
OF
DIXON TICONDEROGA COMPANY
AT
$7.00 NET PER SHARE
BY
PENCIL ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
F.I.L.A. -- FABBRICA ITALIANA LAPIS ED AFFINI S.P.A
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
MONDAY, FEBRUARY 7, 2005, UNLESS THE OFFER IS EXTENDED.
January 7, 2005
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated January 7,
2005 (the "Offer to Purchase"), and a related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Pencil Acquisition Corp., a Delaware
corporation ("Merger Sub"), wholly owned by F.I.L.A. -- Fabbrica Italiana Lapis
ed Affini S.p.A (the "Parent"), to purchase all outstanding shares of common
stock, par value $1.00 per share (the "Shares"), of Dixon Ticonderoga Company, a
Delaware corporation (the "Company"), at a purchase price of $7.00 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 and in the Letter of Transmittal
enclosed herewith. Also enclosed is the letter to stockholders of the Company
from Gino Pala, Chairman and Co-Chief Executive Officer of the Company, and
Richard Joyce, Vice Chairman, Co-Chief Executive Officer and President of the
Company, accompanied by the Company's Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Securities and Exchange Commission by the Company.
We or our nominees are the holder of record of Shares 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 enclosed 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.
We request instructions as to whether you wish us to tender 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 to Purchase. Your attention is invited to the
following:
1. The offer price is $7.00 per Share, net to you in cash.
2. The Offer is being made for all outstanding Shares, without
interest.
3. The Offer is being made pursuant to an Agreement and Plan of
Merger, dated as of December 16, 2004 (the "Merger Agreement"), by and
among Merger Sub, the Parent, and the Company. The Merger Agreement
provides, among other things, that Merger Sub will be merged with and into
the Company (the "Merger") following the satisfaction or waiver of each of
the conditions to the Merger set forth in the Merger Agreement. At the
effective
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time of the Merger, each Share other than Shares that are held by
stockholders, if any, who properly exercise their appraisal rights under
Delaware law) will be converted into the same price per share, in cash,
without interest, as paid pursuant to the Offer.
4. The Board of Directors of the Company unanimously (i) determined
that the terms of the Offer and the Merger are fair to, and in the best
interests of, the stockholders of the Company, (ii) approved the Merger
Agreement and the transactions contemplated thereby, including the Offer
the Merger, and the Stock Purchase Agreement, and (iii) recommended that
the Company's stockholders accept the Offer and tender their shares
pursuant to the Offer.
5. The Offer and withdrawal rights will expire at 5:00 p.m., New York
City time, on Monday, February 7, 2005 (the "Expiration Date"), unless the
Offer is extended.
6. Any stock transfer taxes applicable to the sale of Shares to Merger
Sub pursuant to the Offer will be paid by Merger Sub.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration date of the Offer a number of
Shares that, including the number of Shares to be purchased pursuant to the
Stock Purchase Agreement with certain of the Company's officers and directors,
and their affiliates, represents at least 66 2/3% of the then outstanding
Shares. See Section 14 of the Offer to Purchase for additional conditions to 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. The Offer, however, 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 securities, blue sky or other laws
of such jurisdiction. However, Merger Sub may, in its discretion, take such
action as it may deem necessary to make the Offer in any jurisdiction and to
extend the Offer to holders of Shares in 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 will be deemed to be made on
behalf of Merger Sub by one or more registered brokers or dealers licensed under
the laws of such jurisdiction to be designated by Merger Sub.
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 also enclosed.
If you authorize the tender of your Shares, all such Shares will be tendered
unless otherwise specified in 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
Expiration Date.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
COMMON STOCK
OF
DIXON TICONDEROGA COMPANY
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated January 7, 2005, and the related Letter of Transmittal
in connection with the offer by Pencil Acquisition Corp., a Delaware
corporation, to purchase all outstanding shares of common stock, par value $1.00
per share (the "Shares"), of Dixon Ticonderoga Company, a Delaware corporation,
at a purchase price of $7.00 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 and the related Letter of Transmittal.
This will instruct you to tender to Merger Sub 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 to Purchase and the related Letter of
Transmittal.
<Table>
<Caption>
NUMBER OF SHARES TO BE TENDERED:
----------------------------------------------
SIGNATURE(S)
- ------------------------------------------------
SHARES* ----------------------------------------------
PLEASE TYPE OR PRINT NAME(S)
----------------------------------------------
PLEASE TYPE OR PRINT ADDRESS
----------------------------------------------
AREA CODE AND TELEPHONE NUMBER
Account No.: ---------------------------------
----------------------------------------------
TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER
Dated: ----------------------------------------
</Table>
- ---------------
* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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