OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
Burns International Services Corporation
by
Securitas Acquisition Corporation
An Indirect Wholly Owned Subsidiary
of
Securitas AB
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON SEPTEMBER 1, 2000, UNLESS THE OFFER IS EXTENDED.
August 7, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Securitas Acquisition Corporation, a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of Securitas
AB, a joint stock company organized under the laws of Sweden ("Parent"), to
act as Information Agent in connection with Purchaser's offer to purchase all
issued and outstanding shares of Common Stock (the "Company Common Stock"),
including the associated rights to purchase Series A Participating Cumulative
Preferred Stock, issued under the Rights Agreement (as defined in Section 1.2
of the Agreement and Plan of Merger) (the "Rights" and together with the
Company Common Stock, the "Shares"), of Burns International Services
Corporation, a Delaware corporation (the "Company"), at a price of $21.50 per
share of Company Common Stock or such higher price as may be paid in the Offer
(the "Per Share Amount"), net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 7,
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with the Offer to Purchase and any amendments or supplements
thereto, collectively constitute the "Offer") enclosed herewith. Please
furnish copies of the enclosed materials to those of your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration date of the Offer (as
defined in the Offer to Purchase) at least that number of Shares that shall
constitute a majority of the then outstanding Shares on a fully diluted basis
on the date the Shares are accepted for payment and the expiration or
termination of any applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. The Offer also is subject to
the other conditions set forth in the Offer to Purchase. See Section 14 of the
Offer to Purchase.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. An Offer to Purchase, dated August 7, 2000;
2. A Letter of Transmittal for your use in accepting the Offer and
tendering Shares and for the information of your clients. Facsimile copies
of the Letter of Transmittal may be used to tender such Shares;
3. A Notice of Guaranteed Delivery to be used to accept the Offer if
Share Certificates evidencing Shares and all other required documents are
not immediately available or cannot be delivered to The Bank of New York
(the "Depositary"), or if the procedures for book-entry transfer cannot be
completed on a timely basis, prior to the Expiration Date of the Offer;
4. A letter, which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
5. A letter to stockholders of the Company from John A. Edwardson,
President, Chief Executive Officer and Director of the Company, together
with a Solicitation/Recommendation Statement on Schedule 14D-9, dated
August 7, 2000, filed with the Securities and Exchange Commission by the
Company;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. A return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON SEPTEMBER 1, 2000, UNLESS THE OFFER IS EXTENDED.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment), Purchaser will accept for payment and pay for Shares which are
validly tendered prior to the Expiration Date and not theretofore properly
withdrawn when, as and if Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance of such Shares for payment pursuant to
the Offer.
Payment for Shares purchased pursuant to the Offer will in all cases be made
only after timely receipt by the Depositary of (i) Share Certificates
evidencing Shares, or timely confirmation of a book-entry transfer of such
Shares into the Depositary's account maintained at one of the Book-Entry
Transfer Facilities (as defined in the Offer to Purchase), pursuant to the
procedures described in Section 3 of the Offer to Purchase, (ii) a properly
completed and duly executed Letter of Transmittal (or a properly completed and
manually signed facsimile thereof) or an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry transfer and, (iii) all
other documents required by the Letter of Transmittal.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Depositary and MacKenzie Partners, Inc. (the
"Information Agent") as described in the Offer to Purchase) for soliciting
tenders of Shares pursuant to the Offer. Purchaser will, however, upon
request, reimburse brokers, dealers, commercial banks and trust companies for
customary mailing and handling costs incurred by them in forwarding the
enclosed materials to their customers. Purchaser will pay or cause to be paid
all stock transfer taxes applicable to its purchase of Shares pursuant to the
Offer, subject to Instruction 6 of the Letter of Transmittal.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the Expiration Date of
the Offer, a tender may be effected by following the guaranteed delivery
procedures specified in Section 3 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to
the Information Agent. Additional copies of the enclosed materials may be
obtained from the Information Agent by calling TOLL FREE (800) 322 2885 or
(212) 929 5500 (Call Collect).
Very truly yours,
Mackenzie Partners, Inc.
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF PURCHASER, THE COMPANY, THE INFORMATION AGENT, THE DEPOSITARY,
OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
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