EXHIBIT 99.(A)(9)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase dated May 17, 2001 and the related Letter of
Transmittal and any amendments or supplements thereto, and 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 acceptance thereof would not be
in compliance with the laws of such jurisdiction. In those jurisdictions where
the applicable 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 Goldman, Sachs &
Co., the Dealer Manager, or one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Together with the Associated Preferred Stock Purchase Rights)
of
Sodexho Marriott Services, Inc.
at
$32.00 Net Per Share
by
SMS Acquisition Corp.
a wholly-owned subsidiary of
Sodexho Alliance, S.A.
SMS Acquisition Corp., a Delaware corporation (Purchaser) and a wholly-owned
subsidiary of Sodexho Alliance, S.A., a French corporation (Sodexho), is
offering to purchase all of the outstanding shares of common stock, par value
$1.00 per share, of Sodexho Marriott Services, Inc., a Delaware corporation
(SMS), together with the associated preferred stock purchase rights issued
pursuant to the Rights Agreement dated as of October 8, 1993, as amended,
between SMS and The Bank of New York, as Rights Agent (collectively, the
Shares), other than Shares already owned by Sodexho or any of its subsidiaries,
at a price of $32.00 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 dated May 17, 2001 (the Offer to Purchase) and in the related Letter of
Transmittal (which together constitute the Offer).
The Offer is a third-party tender offer by Purchaser to purchase at the
given price all Shares tendered pursuant to the Offer. Following the
consummation of the Offer, Purchaser and SMS intend to effect the Merger (as
defined below).
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
THURSDAY, JUNE 14, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon there being validly tendered and not withdrawn
prior to the expiration of the Offer a number of Shares that, together with the
Shares then owned by Sodexho or any of its subsidiaries, represents at least a
majority of the Shares outstanding on a fully-diluted basis. The Offer is also
subject to the other terms and conditions set forth in the Offer to Purchase.
The Offer is being made pursuant to the Agreement and Plan of Merger dated
as of May 1, 2001 (the Merger Agreement) among SMS, Sodexho and Purchaser. The
Merger Agreement provides that following completion of the Offer and the
satisfaction or waiver of certain conditions in the Merger Agreement, Purchaser
will be merged into SMS (the Merger), with SMS continuing as the surviving
corporation. At the effective time of the Merger each issued and outstanding
Share (other than (1) Shares held in the treasury of SMS, (2) Shares owned by
Sodexho or any of its subsidiaries and (3) Shares of holders exercising
appraisal rights) will be converted into the right to receive the per Share
price paid in the Offer in cash, without interest thereon (the Merger
Consideration).
The Board of Directors of SMS (the SMS Board), by unanimous decision of
those directors participating and based upon the recommendation of a Special
Committee of independent directors of the SMS Board (1) has determined that the
Merger Agreement and the transactions contemplated thereby are fair to and in
the best interests of SMS and its stockholders (other than Sodexho), (2) has
approved and declared advisable the Merger Agreement and (3) has resolved to
recommend that SMSs stockholders accept the Offer and approve the Merger
Agreement if submitted for their approval.
Stockholders of record who tender Shares directly will not be obligated to
pay brokerage fees, commissions or, except as set forth in the Letter of
Transmittal, transfer taxes. Stockholders who hold their Shares through a broker
or other nominee should consult with such institution as to whether it charges
any service fees. Sodexho will pay the expenses of EquiServe Trust Company,
N.A., which is acting as the depositary (the Depositary), MacKenzie Partners,
Inc., which is acting as the information agent (the Information Agent), and
Goldman, Sachs & Co., which is acting as the dealer manager (the Dealer Manager)
in connection with the Offer.
For purposes of the Offer, Purchaser shall be deemed to have accepted for
payment tendered Shares when, as and if Purchaser gives oral or written notice
of such acceptance to the Depositary. Payment for Shares accepted for payment
pursuant to the Offer will be made by deposit of the purchase price with the
Depositary. The Depositary will act as agent for tendering stockholders whose
Shares have been previously accepted for payment. In all cases, payment for
Shares accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of certificates for such Shares (or of a confirmation
of a book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase)), a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and any
other required documents.
The term Expiration Date means 12:00 Midnight, New York City time, on
Thursday, June 14, 2001 unless Purchaser shall have extended the period of time
for which the Offer is open under the terms set forth in the Merger Agreement,
in which event, Expiration Date means the latest time and date at which the
Offer, as so extended, shall expire. Purchaser may, without the consent of SMS,
extend the Offer beyond the initial Expiration Date in the following events: (1)
from time to time if, at the initial Expiration Date (or the extended expiration
date of the Offer, if applicable), any of the conditions to the Offer, specified
in the Offer to Purchase under The Offer Conditions of the Offer, shall not have
been satisfied or waived, until such conditions are satisfied or waived; (2) for
any period required by any rule, regulation, interpretation or position of the
Securities and Exchange Commission or the staff thereof applicable to the Offer
or any period required by applicable law; (3) on one or more occasions for an
aggregate period not to exceed ten business days beyond the latest expiration
date that would otherwise be permitted, if the number of Shares validly tendered
and not withdrawn, together with Shares then owned by Sodexho or any of its
subsidiaries, represents less than 90% of the then outstanding number of Shares
on a fully-diluted basis; or (4) pursuant to a subsequent offering period under
Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Any such extension will be followed by public announcement
thereof no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. During any such extension, all
Shares previously tendered and not withdrawn will remain subject to the Offer,
subject to the rights of a tendering stockholder to withdraw such stockholders
Shares, except for an extension pursuant to Rule 14d-11 under the Exchange Act.
Without limiting the manner in which Purchaser may choose to make any public
announcement, Purchaser will have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by making a
release to the Dow Jones News Service. Tenders of Shares made pursuant to the
Offer may be withdrawn at any time prior to the Expiration Date. Thereafter,
such tenders are irrevocable, except that they may be withdrawn after July 15,
2001 unless such Shares have been previously accepted for payment as provided in
the Offer to Purchase. To withdraw tendered Shares, a written or facsimile
transmission notice of withdrawal with respect to the Shares must be timely
received by the Depositary at one of its addresses set forth on the back cover
of the Offer to Purchase, and the notice of withdrawal must specify the name of
the person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered holder of Shares, if different from
that of the person who tendered such Shares. If the Shares to be withdrawn have
been delivered to the Depositary, a signed notice of withdrawal with (except in
the case of Shares tendered by an Eligible Institution (as defined in the Offer
to Purchase)) signatures guaranteed by an Eligible Institution must be submitted
prior to the release of such Shares. In addition, such notice must specify, in
the case of Shares tendered by delivery of certificates, the name of the
registered holder (if different from that of the tendering stockholder) and the
serial numbers shown on the particular certificates evidencing the Shares to be
withdrawn or, in the case of Shares tendered by book-entry transfer, the name
and number of the account at the Book-Entry Transfer Facility to be credited
with the withdrawn Shares. Withdrawals may not be rescinded, and Shares
withdrawn will thereafter be deemed not validly tendered for purposes of the
Offer. However, withdrawn Shares may be re-tendered by again following one of
the procedures described in the Offer to Purchase under The Offer Procedure for
Tendering Shares at any time prior to the Expiration Date. All questions as to
the form and validity (including time of receipt) of any notice of withdrawal
will be determined by Purchaser, in its sole discretion, whose determination
will be final and binding on all parties.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
and Rule 13e-3(e)(1) of the General Rules and Regulations under the Exchange Act
is contained in the Offer to Purchase and is incorporated herein by reference.
SMS has provided Purchaser with SMSs stockholder list and security position
listings for the purpose of disseminating the Offer to holders of Shares. The
Offer to Purchase and the related Letter of Transmittal will be sent to record
holders of Shares and to brokers, dealers, banks, trust companies and other
nominees whose names appear on the stockholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information. Stockholders should carefully read both in their entirety
before any decision is made with respect to the Offer.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager as set forth below. Requests for copies of the Offer
to Purchase and the related Letter of Transmittal and other tender offer
materials may be directed to the Information Agent or the Dealer Manager as set
forth below, and copies will be furnished promptly at Purchaser's expense.
The Information Agent for the Offer is:
[MACKENZIE PARTNERS, INC. LOGO APPEARS HERE]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
E-mail: proxy@mackenziepartners.com
or
Call Toll-Free: (800) 322-2885
The Dealer Manager for the Offer is:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000 (Call Collect)
or
Call Toll-Free: (800) 323-5678
May 17, 2001