Exhibit (a)(1)(D)
Offer to Purchase for Cash
All Outstanding Shares
of
Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
ORATEC Interventions, Inc.
at
$12.50 Net Per Share
by
Orchid Merger Corp.
a wholly owned subsidiary of
Smith & Nephew, Inc.
and
an indirect wholly owned subsidiary of
Smith & Nephew plc
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, MARCH 21, 2002,
UNLESS THE OFFER IS EXTENDED.
February 22, 2002
ToBrokers, Dealers, Commercial Banks,
TrustCompanies and Other Nominees:
We have been appointed by Orchid Merger Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Smith & Nephew, Inc., a Delaware
Corporation ("Smith & Nephew"), and an indirect wholly owned subsidiary of
Smith & Nephew plc, a corporation organized under the laws of England and Wales
("Parent"), to act as Dealer Manager in connection with Purchaser's offer to
purchase all outstanding shares of common stock, $.001 par value per share, of
ORATEC Interventions, Inc., a Delaware corporation ("ORATEC"), including the
associated preferred stock purchase rights issued pursuant to the Preferred
Shares Rights Agreement dated as of November 28, 2000, as amended, between
ORATEC and American Stock Transfer & Trust Company, as rights agent
(collectively, the "Shares"), at a purchase price of $12.50 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, dated February 22, 2002 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer") enclosed herewith. The Offer is being made in connection with the
Agreement and Plan of Merger, dated as of February 13, 2002, among Smith &
Nephew, Purchaser and ORATEC (the "Merger Agreement"). Holders of Shares whose
certificates for such Shares (the "Certificates") are not immediately available
or who cannot deliver their Certificates and all other required documents to
the Depositary or complete the procedures for book-entry transfer prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender
their Shares according to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares in your name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated February 22, 2002.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
(with manual signatures) may be used to tender Shares.
3. A letter to stockholders of ORATEC from Kenneth W. Antsey, the
President and Chief Executive Officer of ORATEC, and Nancy V. Westcott,
Chief Financial Officer and Vice President, Administration of ORATEC,
together with a Solicitation/Recommendation Statement on Schedule 14D-9
filed with the Securities and Exchange Commission by ORATEC and mailed to
the stockholders of ORATEC.
4. The Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if neither of the two procedures for tendering Shares set forth in the
Offer to Purchase can be completed on a timely basis.
5. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name, with space provided for
obtaining such clients' instructions with regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to American Stock Transfer & Trust
Company, the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, MARCH 21, 2002,
UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $12.50 per Share, net to the seller in cash
without interest.
2. The Offer is being made for all of the outstanding Shares.
3. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Thursday, March 21, 2002, unless the Offer is extended.
4. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer such number
of Shares that would constitute at least a majority of the Shares that in
the aggregate are outstanding determined on a fully diluted basis and any
waiting period under the HSR Act (as defined in the Offer to Purchase)
having expired or having been terminated prior to the expiration of the
Offer. The Offer is also subject to the other terms and conditions contained
in the Offer to Purchase.
5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions imposed by Smith & Nephew or Purchaser or, except as set forth
in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the
transfer of Shares pursuant to the Offer.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof) and
any required signature guarantees or, in the case of a book-entry transfer,
an Agent's Message (as defined in the Offer to Purchase) or other required
documents should be sent to the Depositary and (ii) certificates
representing the tendered Shares on a timely Book-Entry Confirmation (as
defined in the Offer to Purchase) should be delivered to the Depositary in
accordance with the instructions set forth in the Offer.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Certificates or other required documents or complete the
procedures for book-entry transfer prior to the Expiration Date, a tender
must be effected by following the guaranteed delivery procedures specified
in Section 3 of the Offer to Purchase.
Neither Purchaser, Smith & Nephew, Parent nor any officer, director,
stockholder, agent or other representative of Purchaser, Smith & Nephew or
Parent will pay any fees or commissions to any broker, dealer or other
person (other than the Depositary, the Information Agent and the Dealer
Manager as described in the Offer to Purchase) for soliciting tenders of
Shares pursuant to the Offer. Purchaser will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
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forwarding any of the enclosed materials to your clients. Purchaser will pay
or cause to be paid any transfer taxes payable on the transfer of Shares to
it, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Morrow & Co., Inc., the Information Agent for the Offer, or U.S. Bancorp Piper
Jaffray Inc., the Dealer Manager for the Offer, at their respective addresses
and telephone numbers set forth in the Offer to Purchase.
Requests for additional copies of the enclosed materials may be directed to
the Information Agent at the address and telephone numbers set forth on the
back cover of the Offer to Purchase.
Very truly yours,
U.S. BANCORP PIPER JAFFRAY INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF PARENT, SMITH & NEPHEW, PURCHASER, THE
DEPOSITARY, THE INFORMATION AGENT, THE DEALER MANAGER, OR ANY AFFILIATE OF ANY
OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY
DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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