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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
AND CLASS A COMMON STOCK
OF
SHERIDAN HEALTHCARE, INC.
AT
$9.25 NET PER SHARE
BY
VESTAR/SHERIDAN, INC.
A WHOLLY OWNED SUBSIDIARY OF
VESTAR/SHERIDAN HOLDINGS, INC.
A WHOLLY OWNED SUBSIDIARY OF
VESTAR/SHERIDAN INVESTORS, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, APRIL 27, 1999, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated March 31,
1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer") relating to the
offer by Vestar/Sheridan, Inc., a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of Vestar/Sheridan Holdings, Inc., a Delaware
corporation ("Parent") and a wholly owned subsidiary of Vestar/Sheridan
Investors, LLC, a Delaware limited liability company ("Holdings"), to purchase
all of the outstanding shares of Common Stock, par value $0.01 per share
("Common Stock"), and Class A Common Stock, par value $0.01 per share ("Class A
Common Stock" and, together with the Common Stock, the "Shares"), of Sheridan
Healthcare, Inc., a Delaware corporation (the "Company"), at a purchase price of
$9.25 per Share, net to the seller in cash, without interest thereon, less
applicable withholding taxes upon the terms and subject to the conditions set
forth in the Offer. We 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 by you to tender Shares held by us
for your account.
We request instructions as to whether you wish to have us tender on your
behalf any or all of such Shares held by us for your account, pursuant to the
terms and subject to the conditions set forth in the Offer to Purchase.
Your attention is directed to the following:
1. The tender price is $9.25 per Share, net to the seller in cash
without interest thereon.
2. The Offer is made for all of the outstanding Shares.
3. The Board of Directors of the Company has unanimously determined
that the Merger Agreement (as defined below) and the transactions
contemplated thereby, including each of the Offer and the Merger (as
defined below), are fair to and in the best interests of the holders of the
Shares and resolved to recommend that the holders of the Shares accept the
Offer and tender their Shares to Purchaser.
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4. The Offer is being made pursuant to the Agreement and Plan of
Merger, dated as of March 24, 1999 (the "Merger Agreement"), which provides
that subsequent to the consummation of the Offer, Purchaser will merge into
the Company (the "Merger"). At the effective time of the Merger (the
"Effective Time"), each then outstanding Share (other than Shares owned by
Parent and its subsidiaries and Shares held by stockholders who have not
voted in favor of or consented to the Merger and who have properly demanded
appraisal of their Shares in accordance with Section 262 of the Delaware
General Corporation Law) will be canceled, extinguished and converted into
the right to receive $9.25 in cash, without interest, less any withholding
taxes required under applicable law.
5. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Tuesday, April 27, 1999, unless the Offer is extended.
6. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares pursuant to the
Offer.
7. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not properly withdrawn prior to the expiration of the
Offer a number of Shares which, together with any shares owned by Parent or
Purchaser, or any controlled affiliate thereof, constitutes at least a
majority of the voting power (determined on a fully-diluted basis), on the
date of purchase, of all the securities of the Company entitled to vote
generally in the election of directors or in a merger and (ii) the
satisfaction of the Financing Condition referred to in the Offer to
Purchase.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and any ancillary documents thereto 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, Purchaser will make a good faith effort to
comply with such statute. If, after such good faith effort, Purchaser cannot
comply with such state statute, 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.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF THE SHARES HELD BY US FOR YOUR
ACCOUNT, PLEASE INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE
INSTRUCTION FORM CONTAINED IN THIS LETTER. IF YOU AUTHORIZE A TENDER OF YOUR
SHARES, ALL SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED IN SUCH
INSTRUCTION FORM. 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.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO
PURCHASE FOR CASH ALL OUTSTANDING SHARES
OF COMMON STOCK AND CLASS A COMMON STOCK
OF
SHERIDAN HEALTHCARE, INC.
BY
VESTAR/SHERIDAN, INC.
A WHOLLY OWNED SUBSIDIARY OF
VESTAR/SHERIDAN HOLDINGS, INC.
A WHOLLY OWNED SUBSIDIARY OF
VESTAR/SHERIDAN INVESTORS, LLC
The undersigned acknowledge(s) receipt of your letter enclosing the Offer
to Purchase dated March 31, 1999 (the "Offer to Purchase"), and the related
Letter of Transmittal pursuant to an offer by Vestar/Sheridan, Inc., a Delaware
corporation and a wholly owned subsidiary of Vestar/Sheridan Holdings, Inc., a
Delaware corporation and a wholly owned subsidiary of Vestar/Sheridan Investors,
LLC, a Delaware limited liability company, to purchase all outstanding shares of
Common Stock, par value $0.01 per share ("Common Stock"), and Class A Common
Stock, par value $0.01 per share (the "Class A Common Stock" and, together with
the Common Stock, the "Shares"), of Sheridan Healthcare, Inc., at a purchase
price of $9.25 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 related Letter of Transmittal.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) which 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 in the related Letter of Transmittal
furnished to the undersigned.
DATE:
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NUMBER OF SHARES TO BE TENDERED:*
--------------- SHARES
SIGN HERE
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Signature(s)
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Please Print Name(s)
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(Address(es)
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Area Code and Telephone Number
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Taxpayer Identification or Social Security Number
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.