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EXHIBIT (A)(5)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
UNIVAR CORPORATION
AT
$19.45 NET PER SHARE
BY
UC ACQUISITION CORP.
AN INDIRECT SUBSIDIARY OF
ROYAL PAKHOED N.V.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M.,
NEW YORK CITY TIME, ON MONDAY, JULY 15, 1996,
UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated June 7, 1996
(the "Offer to Purchase") and the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the "Offer")
relating to the Offer by UC Acquisition Corp., a Washington corporation
("Buyer"), which is an indirect subsidiary of Royal Pakhoed N.V. (a translation
of Koninklijke Pakhoed N.V.), a limited liability company formed and existing
under the laws of The Netherlands ("Parent"), to purchase for cash all
outstanding common shares, (the "Shares"), of Univar Corporation, a Washington
corporation ("Company").
We are the holder of record of Shares held by us for your account. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTION. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish to tender any of or all the
Shares held by us for your account, pursuant to the terms and conditions set
forth in the Offer.
Your attention is directed to the following:
1. The offer price is $19.45 per Share, net to the seller in cash,
upon the terms and subject to the conditions of the Offer.
2. The Offer is being made for all outstanding Shares.
3. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE 8:00 P.M., NEW YORK CITY
TIME, ON MONDAY, JULY 15, 1996, UNLESS THE OFFER IS EXTENDED BY BUYER.
4. The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the Expiration Date (as defined
in the Offer to Purchase) that number of Shares that would, when aggregated
with the Shares already owned by Buyer and its affiliates, represent a
majority of all outstanding Shares and (2) all Governmental Approvals (as
defined in the Offer to Purchase) for the Offer having been obtained or
waived by Parent and Buyer and applicable laws complied with.
5. Any stock transfer taxes applicable to a sale of Shares to Buyer
will be borne by Buyer, except as otherwise provided in Instruction 6 of
the Letter of Transmittal.
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Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the expiration of the Offer.
If you wish to have us tender any or all the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form on the detachable part hereof. An envelope to return
your instructions to us is enclosed. If you authorize the tender of your Shares,
all such Shares will be tendered unless otherwise specified on the detachable
part hereof. Your instructions should be forwarded to us in ample time to permit
us to submit a tender on your behalf prior to the expiration of the Offer.
Payment for Shares accepted for payment pursuant to the Offer will in all
cases be made only after timely receipt by Chemical Mellon Shareholder Services,
LLC (the "Depositary"), of (a) certificates for (or a timely Book-Entry
Confirmation (as defined in the Offer to Purchase), with respect to such Shares,
(b) a Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, or, in the case of a
book-entry transfer effected pursuant to the procedure set forth in Section 2 of
the Offer to Purchase, an Agent's Message, and (c) any other documents required
by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at
different times depending upon when certificates for Shares or Book-Entry
Confirmations with respect to Shares and other required documents are actually
received by the Depositary.
In the event the Tender Offer is extended beyond July 31, 1996 the Offer
Price shall be increased by an amount equal to the product of the Offer Price
multiplied by the prime interest rate as announced by Bank of America NW, N.A.
(doing business as Seafirst Bank) in Seattle, Washington as in effect on August
1, 1996, multiplied by the quotient of the number of days that the Tender Offer
is extended after July 31, 1996, divided by 365. EXCEPT IN THE CASE OF AN
EXTENSION OF THE OFFER BEYOND JULY 31, 1996, UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY BUYER.
The Offer 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 or
acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.
[Signature Block of Broker,]
Dealer, Bank, Trust Company
or other Nominee
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INSTRUCTIONS WITH RESPECT TO
THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES
OF
UNIVAR CORPORATION
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase of UC Acquisition Corp. dated June 7, 1996 (the "Offer to Purchase")
and the related Letter of Transmittal relating to common shares of Univar
Corporation, a Washington corporation (the "Shares").
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, on the terms and subject to the
conditions set forth in such Offer to Purchase and Letter of Transmittal.
Number of Shares to be Tendered:* Sign here
Shares
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Signature(s)
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(Please print name(s) and address(es))
Dated: , 1996
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* Unless otherwise indicated, it will be assumed that all your Shares are to be
tendered.