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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING ORDINARY SHARES
OF
WIZTEC SOLUTIONS LTD.
BY
CONVERGYS ISRAEL INVESTMENTS LTD.
A WHOLLY OWNED SUBSIDIARY
OF
CONVERGYS CORPORATION
AT
$25.00 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JULY 30, 1999, UNLESS EXTENDED.
To Our Clients:
Enclosed for your consideration are an Offer to Purchase dated July 2, 1999
and the related Letter of Transmittal (which together constitute the "Offer")
relating to the offer by Convergys Israel Investments Ltd., a company limited by
shares duly registered under the laws of the State of Israel (the "Sub") and a
wholly owned subsidiary of Convergys Corporation, an Ohio corporation
("Parent"), to purchase all outstanding Ordinary Shares (including Shares which
may be issued during the course of the Offer as a result of the exercise of
options and warrants), each with New Israeli Shekel 1 par value (the "Shares"),
of Wiztec Solutions Ltd., a company limited by shares duly registered under the
laws of the State of Israel (the "Company"), at $25.00 per Share net to the
seller in cash. 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 instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender Shares.
We request instruction as to whether you wish to tender any or all Shares
held by us for your account, pursuant to the terms and conditions set forth in
the Offer.
Please note the following:
1. The tender offer price is $25.00 per Share net to you in cash, upon
the terms and subject to the conditions set forth in the Sub's Offer to
Purchase dated July 2, 1999 and the related Letter of Transmittal.
2. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on Friday, July 30, 1999, unless extended.
3. The Offer is being made for all outstanding Shares.
4. The Offer is conditioned upon the satisfaction of certain
conditions set forth in the Offer to Purchase.
5. Any stock transfer taxes will be borne by the Sub, except as
otherwise provided in the Letter of Transmittal.
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The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. Sub is not aware of any
state where the making of the Offer is prohibited by administrative or judicial
action pursuant to any valid state statute. If Sub becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of the
Shares pursuant thereto, Sub shall make a good faith effort to comply with such
statute or seek to have such statute declared inapplicable to the Offer. If,
after such good faith effort, Sub cannot comply with such state statute, the
Offer will not be made to (nor will tenders be accepted from or on behalf of)
holders of Shares in such state. In those jurisdictions 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 Sub by one or more
registered brokers or dealers licensed under the laws of such jurisdictions.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. 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 reverse side of this letter. 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.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
ALL OUTSTANDING ORDINARY SHARES
OF
WIZTEC SOLUTIONS LTD.
BY
CONVERGYS ISRAEL INVESTMENTS LTD.
A WHOLLY OWNED SUBSIDIARY
OF
CONVERGYS CORPORATION
AT
$25.00 NET PER SHARE
The undersigned acknowledge(s) receipt of your letter enclosing the Offer
to Purchase dated July 2, 1999 of Convergys Israel Investments Ltd., a company
limited by shares duly registered under the laws of the State of Israel and a
wholly owned subsidiary of Convergys Corporation, an Ohio corporation, and the
related Letter of Transmittal, relating to Ordinary Shares, each with New
Israeli Shekel 1 par value (the "Shares"), of Wiztec Solutions Ltd., a company
limited by shares duly registered under the laws of the State of Israel.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, pursuant to the terms and conditions
set forth in the Offer to Purchase and the related Letter of Transmittal. By
tendering Shares pursuant to the Offer, a shareholder is approving the Plan in
accordance with Section 236 of the Companies Ordinance as set forth in Section 7
of the Offer to Purchase.
Number of Shares to be Tendered:*
Shares
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Dated: , 1999
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SIGN HERE
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Signature(s)
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(Please print name(s) and
address(es) here)
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Area Code and Telephone Number(s)
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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.