Exhibit (a)(1)(E)
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
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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.
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February 22, 2002
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated February
22, 2002 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer") relating to an offer 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, to purchase all outstanding shares of common stock, par
value $.001 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. 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"). This material is
being forwarded to you as the beneficial owner of Shares carried by us in your
account but not registered in your name.
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.
Accordingly, we request instructions as to whether you wish to tender any or
all of the Shares held by us for your account, upon the terms and conditions
set forth in the Offer.
Please note the following:
1. The tender price is $12.50 per Share, net to you 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.
If you wish to have us tender any or all of the Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
contained in this letter. An envelope to return your instruction to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise indicated in such instruction form. Please forward
your instructions to us as soon as possible to allow us ample time to tender
your Shares on your behalf prior to the expiration of the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements or amendments thereto. 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 Offer or acceptance
thereof would not be in compliance with the securities laws of such
jurisdiction. 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 will be
deemed to be made on behalf of Purchaser by U.S. Bancorp Piper Jaffray Inc. or
by one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
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INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ORATEC INTERVENTIONS, INC.
AT
$12.50 NET PER SHARE
BY
ORCHID MERGER CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated February 22, 2002, and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer") in connection with the offer by Orchid Merger Corp., a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of Smith &
Nephew, Inc., a Delaware corporation, and an indirect wholly owned subsidiary
of Smith & Nephew plc, a corporation organized under the laws of England and
Wales, to purchase all outstanding shares of common stock, par value $.001 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").
This will instruct you to tender to Purchaser 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.
Number of Shares to be Tendered:*______________________
SIGN HERE
Account Number:
___________________________________
Date: ___ , 2002
___________________________________
(Signature(s))
___________________________________
___________________________________
(Print Name(s))
___________________________________
___________________________________
(Print Address(es))
___________________________________
(Area Code and Telephone Number(s))
___________________________________
(Taxpayer Identification or
Social Security Number(s))
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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