EXHIBIT (a)(5)(iii)
OFFER TO PURCHASE FOR CASH
BY
CREDIT ACCEPTANCE CORPORATION
OF
UP TO 3,500,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $31.50
NOR LESS THAN $28.00 PER SHARE
THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON SEPTEMBER 26, 2006, UNLESS THE TENDER OFFER IS EXTENDED.
August 28, 2006
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated August 28,
2006, and the related Letter of Transmittal (which together constitute the
"Offer"), in connection with the Offer by Credit Acceptance Corporation, a
Michigan corporation ("CA"), to purchase up to 3,500,000 shares of its common
stock, par value $0.01 per share, at a price, net to the seller in cash, without
interest, not greater than $31.50 nor less than $28.00 per share, specified by
tendering shareholders, upon the terms and subject to the conditions of the
Offer.
CA will, upon the terms and subject to the conditions of the Offer,
determine a single per share price, not greater than $31.50 nor less than $28.00
per share, that it will pay for shares properly tendered and not properly
withdrawn under the Offer, taking into account the number of shares so tendered
and the prices specified by tendering shareholders. CA will select the lowest
purchase price that will allow it to purchase 3,500,000 shares, or such lesser
number of shares as are properly tendered and not properly withdrawn, at a price
not greater than $31.50 nor less than $28.00 per share, under the Offer. All
shares properly tendered prior to the "expiration date" (as defined in Section 1
of the Offer to Purchase) at prices at or below the purchase price and not
properly withdrawn will be purchased at the purchase price, net to the seller in
cash, without interest, upon the terms and subject to the conditions of the
Offer including the odd lot, proration and conditional tender provisions. CA
will return promptly after the expiration date all shares, including shares
tendered at prices greater than the purchase price and shares not purchased
because of proration or conditional tenders. CA reserves the right, in its sole
discretion, to purchase more than 3,500,000 shares under the tender offer in
accordance with applicable law. See Section 1 of the Offer to Purchase.
If the number of shares properly tendered is less than or equal to
3,500,000 shares (or such greater number of shares as CA may elect to purchase
pursuant to the tender offer), CA will, on the terms and subject to the
conditions of the Offer, purchase at the purchase price selected by CA all
shares so tendered.
Upon the terms and subject to the conditions of the Offer, if greater than
3,500,000 shares (or such greater number of shares as CA may elect to purchase,
subject to applicable law) have been properly tendered at prices at or below the
purchase price and not properly withdrawn prior to the expiration date, CA will
purchase properly tendered shares on the following basis: First, CA will
purchase all shares properly tendered and not properly withdrawn prior to the
expiration date by any odd lot holder (shareholders who own beneficially or of
record an aggregate of fewer than 100 shares) who (a) tenders all shares owned
beneficially or of record by that odd lot holder at a price at or below the
purchase price (tenders of fewer than all the shares owned by that odd lot
holder will not qualify for this preference), and
(b) completes the section entitled "Odd Lots" in the related Letter of
Transmittal and, if applicable, in the notice of guaranteed delivery. Second,
after the purchase of all of the shares tendered by odd lot holders, CA will
purchase all other shares properly tendered at prices at or below the purchase
price and not properly withdrawn prior to the expiration date, on a pro rata
basis. Third, only if necessary to permit CA to purchase 3,500,000 shares (or
such greater number of shares as CA may elect to purchase), CA will purchase
shares conditionally tendered (for which the condition was not initially
satisfied) at or below the purchase price, by random lot, to the extent
feasible. To be eligible for purchase by random lot, shareholders whose shares
are conditionally tendered must have tendered all of their shares.
We are the owner of record of shares held for your account. As such, we are
the only ones who can tender your shares, and then only pursuant to your
instructions. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION
ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the
shares we hold for your account, and if you wish us to tender, the price(s), if
any, at which you wish to do so, on the terms and subject to the conditions of
the tender offer.
We call your attention to the following:
1. You may tender your shares at prices not greater than $31.50 nor
less than $28.00 per share as indicated in the attached Instruction Form,
net to you in cash, without interest.
2. You should consult with your broker or other financial or tax
advisor on the possibility of designating the priority in which your shares
will be purchased in the event of proration.
3. The Offer is not conditioned upon any minimum number of shares
being tendered. The tender offer is, however, subject to certain other
conditions set forth in Section 7 of the Offer to Purchase.
4. The Offer and withdrawal rights with respect to the Offer will
expire at 5:00 p.m., New York City time, on September 26, 2006, unless CA
extends the Offer.
5. The Offer is for 3,500,000 shares, constituting approximately
10.49% of the shares outstanding as of August 24, 2006.
6. Tendering shareholders who are registered shareholders or who
tender their shares directly to Computershare Trust Company, N.A., the
Depositary for the tender offer, will not be obligated to pay any brokerage
commissions or fees to CA, solicitation fees, or, except as set forth in
the Offer to Purchase and the Letter of Transmittal, stock transfer taxes
on CA's purchase of shares under the tender offer.
7. If you own beneficially or of record an aggregate of fewer than 100
shares, and you instruct us to tender on your behalf all such shares at or
below the purchase price before the expiration date and check the box
captioned "Odd Lots" in the attached Instruction Form, CA, upon the terms
and subject to the conditions of the tender offer, will accept all such
shares for purchase before proration, if any, of the purchase of other
shares properly tendered at or below the purchase price and not properly
withdrawn.
8. If you wish to tender portions of your shares at different prices,
you must complete a separate Instruction Form for each price at which you
wish to tender each such portion of your shares. We must submit separate
Letters of Transmittal on your behalf for each price you will accept for
each portion tendered.
9. If you wish to condition your tender upon the purchase of all
shares tendered or upon CA's purchase of a specified minimum number of the
shares that you tender, you may elect to do so and thereby avoid possible
proration of your tender. If because of proration, the minimum number of
shares designated will not be purchased, CA may accept conditional tenders
by random lot, if necessary. However, to be eligible for purchase by random
lot, the tendering shareholder must have
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tendered all of his or her shares. To elect such a condition, complete the
section captioned "Conditional Tender" in the attached Instruction Form.
10. CA's board of directors has approved the Offer. However, neither
CA nor any member of its board of directors, nor the Information Agent (as
defined in the Offer to Purchase) makes any recommendation to shareholders
as to whether they should tender or refrain from tendering their shares or
as to the purchase price or purchase prices at which they may choose to
tender their shares. Shareholders must make their own decision as to
whether to tender their shares and, if so, how many shares to tender and
the purchase price or purchase prices at which their shares should be
tendered. In doing so, shareholders should read carefully the information
in the Offer to Purchase and in the related Letter of Transmittal,
including CA's reasons for making the tender offer. See Section 2 of the
Offer to Purchase. Shareholders should discuss whether to tender their
shares with their broker or other financial or tax advisor.
11. Donald Foss, CA's Chairman of the Board, has indicated his
intention to tender 20 million shares. In addition, one other officer has
advised CA that he intends to tender shares in the Offer. See Sections 1
and 11 of the Offer to Purchase.
If you wish to have us tender any or all of your shares, please so instruct
us by completing, executing, detaching and returning to us the attached
Instruction Form as promptly as possible. If you authorize us to tender your
shares, we will tender all such shares unless you specify otherwise on the
attached Instruction Form.
Terms used and not defined herein shall have the meanings ascribed to them
in the Offer to Purchase.
YOUR PROMPT ACTION IS REQUESTED. YOUR INSTRUCTION FORM SHOULD BE FORWARDED
TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BEFORE THE
EXPIRATION DATE OF THE OFFER. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 26, 2006, UNLESS CA
EXTENDS THE OFFER. TENDERED SHARES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
APPLICABLE EXPIRATION DATE.
The Offer is being made solely under the Offer to Purchase and the related
Letter of Transmittal and is being made to all record holders of shares. The
Offer is not being made to, nor will tenders be accepted from or on behalf of,
holders of shares residing in any jurisdiction in which the making of the tender
offer or acceptance thereof would not be in compliance with the securities, blue
sky or other laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
BY
CREDIT ACCEPTANCE CORPORATION
OF
UP TO 3,500,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $31.50
NOR LESS THAN $28.00 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated August 28, 2006, and the related Letter of Transmittal
(which together constitute the "Offer") in connection with the offer by Credit
Acceptance Corporation, a Michigan corporation ("CA"), to purchase up to
3,500,000 shares of its common stock, par value $0.01 per share, at a price, net
to the seller in cash, without interest, not greater than $31.50 nor less than
$28.00 per share, specified by the undersigned, upon the terms and subject to
the conditions of the tender offer.
The undersigned hereby instruct(s) you to tender to CA the number of shares
indicated below or, if no number is indicated, all shares you hold for the
account of the undersigned, at the price per share indicated below, under the
terms and subject to the conditions of the tender offer.
AGGREGATE NUMBER OF SHARES TO BE TENDERED BY YOU FOR THE ACCOUNT OF THE
UNDERSIGNED: ______ SHARES. Unless otherwise indicated, it will be assumed that
all shares held by us for your account are to be tendered.
PRICE PER SHARE AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5 IN THE LETTER OF TRANSMITTAL)
BOX A
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
By checking one of the boxes below instead of the box under Box B,
"Shares Tendered at Price Determined Under the Tender Offer," the
undersigned hereby tenders shares at the price checked. This action could
result in none of the shares being purchased if the purchase price
determined by CA for the shares is less than the price checked below. A
shareholder who desires to tender shares at more than one price must
complete a separate instruction letter for each price at which shares are
tendered. A share cannot be tendered, unless previously properly withdrawn
as provided in Section 4 of the Offer to Purchase, at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (CHECK
THE APPROPRIATE BOX TO INDICATE THE TENDER PRICE, NOT TO BE LESS THAN $28.00
AND NOT TO EXCEED $31.50).
<Table>
[ ] $28.00 [ ] $29.00 [ ] $30.00 [ ] $31.00
[ ] $28.50 [ ] $29.50 [ ] $30.50 [ ] $31.50
</Table>
Check the appropriate box above or, alternatively, check the box below
under Box B, "Shares Tendered at Prices Determined Under the Tender Offer."
Unless you check the box under Box B, if you do not check one and only one
of the boxes above, you will not have validly tendered your shares.
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OR
BOX B
SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER
[ ] I want to maximize the chance of having CA purchase all of the shares
that I am tendering (subject to the possibility of proration).
Accordingly, by checking this box instead of one of the price boxes in
Box A, I hereby tender shares at, and am willing to accept, the purchase
price determined by CA in accordance with the terms of the Offer. I
understand this action will have the same effect as if I selected the
minimum price of $28.00 per share.
YOU WILL NOT HAVE VALIDLY TENDERED YOUR SHARES IF MORE THAN ONE BOX IS
CHECKED OR IF NO BOX IS CHECKED.
CONDITIONAL TENDER
(SEE INSTRUCTION 6 IN THE LETTER OF TRANSMITTAL)
A shareholder may tender shares subject to the condition that a specified
minimum number of the shareholder's shares tendered must be purchased if any
shares tendered are purchased, all as described in the Offer to Purchase,
particularly in Section 6 thereof. Any shareholder desiring to make a
conditional tender must so indicate by checking the box below. Unless the
minimum number of shares indicated below is purchased by CA in the tender offer,
none of the shares tendered by such shareholder will be purchased. It is the
responsibility of the shareholder to calculate the minimum number of shares that
must be purchased if any are purchased, and CA urges shareholders to consult
their own tax advisor before completing this section. Unless this box has been
checked and a minimum specified, the tender will be deemed unconditional.
[ ] Minimum number of shares that must be purchased, if any are purchased:
____________ shares.
If, because of proration, the minimum number of shares designated will not
be purchased, CA may accept conditional tenders by random lot, if necessary.
However, to be eligible for purchase by random lot, the tendering shareholder
must have tendered all of his or her shares and checked the box below.
[ ] The tendered shares represent all shares held by the undersigned.
ODD LOTS
(SEE INSTRUCTION 9 IN THE LETTER OF TRANSMITTAL)
To be completed only if shares are being tendered by or on behalf of a
person owning, beneficially or of record an aggregate of fewer than 100 shares.
The undersigned either (CHECK ONE BOX):
[ ] is the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company, or other nominee
that (a) is tendering for the beneficial owner(s) shares with respect
to which it is the record owner, and (b) believes, based upon
representations made to it by the beneficial owner(s), that each such
person is the beneficial or record owner of an aggregate of fewer than
100 shares and is tendering all of such shares.
In addition, the undersigned is tendering shares either (CHECK ONE BOX):
[ ] at the price per share indicated in Box A above under "Shares Tendered
at Price Determined by Shareholder," or
[ ] at the purchase price, as the same shall be determined by CA in
accordance with the terms of the tender offer (persons checking this
box should check Box B above).
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THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE DELIVERY.
- ---------------------------------------------------------
SIGN HERE
Account Number(s): --------------------------------------------------
Signature(s): -------------------------------------------------------
Name(s): ------------------------------------------------------------
(PLEASE PRINT)
Address(es): -------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code/Phone Number(s): (____) ----------------------------------------
Taxpayer Identification or Social Security Number(s): -------------------------
Dated: ---------------
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