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Exhibit (a)(3)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
EGREETINGS NETWORK, INC.
AT
$0.85 NET PER SHARE
BY
AMERICAN PIE ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY
OF
AMERICANGREETINGS.COM, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, MARCH 12, 2001, UNLESS THE OFFER IS EXTENDED.
February 12, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
American Pie Acquisition Corp. ("Purchaser"), a wholly owned subsidiary of
AmericanGreetings.com, Inc. ("Parent"), is providing this letter in connection
with Purchaser's offer to purchase all outstanding shares of common stock (the
"Shares") of Egreetings Network, Inc. (the "Company") at a purchase price of
$0.85 per Share, net to the seller in cash, without interest, on the terms and
subject to the conditions set forth in Purchaser's Offer To Purchase, dated
February 12, 2001, and the related Letter of Transmittal (which, together with
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 in your name or in the name of
your nominee.
Enclosed herewith for your information and for forwarding to your clients
are copies of the following documents:
1. Offer To Purchase, dated February 12, 2001.
2. Letter of Transmittal to tender Shares for your use and for the
information of your clients, together with Guidelines of the Internal
Revenue Service for Certification of Taxpayer Identification Number on
Substitute Form W-9, which provides information relating to backup federal
income tax withholding. Manually signed facsimile copies of the Letter of
Transmittal may be used to tender Shares.
3. A letter to holders of Shares ("Stockholders") from Andrew J.
Moley, Chief Executive Officer and President of the Company, together with
a Solicitation/Recommendation Statement on Schedule 14D-9.
4. 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 form of 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.
6. Return envelope addressed to the Depositary (as defined in the
Offer To Purchase).
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 MONDAY, MARCH 12, 2001, UNLESS
THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $0.85 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.
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2. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date (as defined
in the Offer To Purchase) that number of Shares that (together with any
Shares then owned by Parent or any of its subsidiaries) represents at least
a majority of the Shares outstanding on a fully diluted basis (assuming the
exercise of all Options that are vested or will become vested upon
consummation of the Offer and all outstanding Warrants) on the date of
purchase. The Offer is also subject to the conditions set forth in the
Offer To Purchase. See the Introduction and Sections 1, 13, and 14 of the
Offer To Purchase.
3. The Offer is being made for all of the outstanding Shares.
4. Tendering Stockholders will not be obligated to pay brokerage fees
or commissions to, the Depositary or the Information Agent or, except as
set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on
the purchase of Shares by Purchaser pursuant to the Offer. However, federal
income tax backup withholding at a rate of 31% may be required, unless an
exemption is provided or unless the required tax identification information
is provided. See Instruction 10 of the Letter of Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Monday, March 12, 2001, unless the Offer is extended.
6. The Board of Directors of the Company has unanimously determined
that each of the transactions contemplated by the Merger Agreement,
including the Offer and the Merger (as such terms are defined in the Offer
To Purchase), is fair to and in the best interests of the Company and the
Stockholders, has approved the Offer and adopted the Merger Agreement and
recommends that Stockholders accept the Offer and tender their Shares
pursuant to the Offer.
7. Notwithstanding any other provision of the Offer, payment for
Shares accepted for payment pursuant to the Offer will in all cases be made
only after timely receipt by the Depositary of (a) certificates for Shares
(the "Certificates") or a timely Book-Entry Confirmation (as defined in the
Offer To Purchase) with respect to such Shares pursuant to the procedures
set forth in Section 3 of the Offer To Purchase, (b) the Letter of
Transmittal (or a manually signed facsimile thereof), properly completed
and duly executed with any required signature guarantees (or, in the case
of book-entry transfers, an Agent's Message), and (c) any other documents
required by the Letter of Transmittal. Accordingly, payment may not be made
to all tendering Stockholders at the same time depending upon when
Certificates for or confirmations of book-entry transfer of such Shares are
actually received by the Depositary.
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 book-entry transfers, an
Agent's Message) and any other required documents should be sent to the
Depositary and (ii) either Certificates representing the tendered Shares or 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
Letter of Transmittal and the Offer To Purchase.
If Stockholders wish to tender their Shares, but it is impracticable for
them to forward the Certificates for such Shares or other required documents or
complete the procedures for book-entry transfer prior to the Expiration Date, a
tender may be effected by following the guaranteed delivery procedures specified
in Section 3 of the Offer To Purchase.
Neither Purchaser nor Parent will pay any fees or commissions to any broker
or dealer or other person (other than the Information Agent or the Depositary,
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 forwarding any of the enclosed
materials to your clients. Purchaser will pay or cause to be paid any stock
transfer taxes payable on the transfer of the 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
Corporate Investor Communications, Inc., the Information Agent, at the address
and telephone number set forth on the back cover of the Offer To Purchase.
Additional copies of the enclosed materials may be obtained from the Information
Agent or from brokers, dealers, commercial banks or trust companies.
Very truly yours,
AMERICAN PIE ACQUISITION CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF PURCHASER, PARENT, THE COMPANY, THE
INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THEM 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.