Exhibit (a)(1)(E)
Delta and Pine Land Company
Offer to Purchase for Cash by Delta and Pine Land Company
up to 1,739,130 Shares of its Common Stock at a Purchase Price
Not Greater Than $28.75 Nor Less Than $25.00 Per Share
THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, MAY 17, 2005 UNLESS D&PL EXTENDS THE
TENDER OFFER.
April 20, 2005
To Our Clients:
Enclosed for your consideration are the offer to purchase, dated April 20, 2005,
and the letter of transmittal, in connection with the tender offer by Delta and
Pine Land Company, a Delaware corporation ("D&PL"), to purchase up to 1,739,130
shares of its common stock, par value $0.10 per share. Pursuant to the offer to
purchase and the letter of transmittal, which together (as each may be amended
or supplemented from time to time) constitute the tender offer, D&PL will
purchase the shares at a price, specified by tendering stockholders, not greater
than $28.75 nor less than $25.00 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.
D&PL will, upon the terms and subject to the conditions of the tender offer,
determine a single per share price, not greater than $28.75 nor less than $25.00
per share (the "Purchase Price"), that it will pay for shares properly tendered
and not properly withdrawn pursuant to the terms of the tender offer, after
taking into account the number of shares so tendered and the prices specified by
tendering stockholders. D&PL will select the lowest Purchase Price that will
allow it to purchase an aggregate of 1,739,130 shares, or if a lesser number of
shares is properly tendered and not properly withdrawn, all such shares that are
properly tendered and not properly withdrawn. D&PL will pay the same Purchase
Price for each share of common stock purchased in the tender offer.
All shares properly tendered before the expiration date (as defined in Section 1
of the offer to purchase) at prices at or below the Purchase Price and not
properly withdrawn will be purchased by D&PL at the Purchase Price, net to the
seller in cash, without interest, upon the terms and subject to the conditions
of the tender offer, including the "odd lot," proration and conditional tender
provisions thereof. All shares tendered at prices in excess of the Purchase
Price and all shares that D&PL does not accept for purchase because of proration
or conditional tenders will be returned at D&PL's expense to the stockholders
that tendered such shares as promptly as practicable after the expiration date.
D&PL expressly reserves the right, in its sole discretion, to purchase more than
1,739,130 shares pursuant to the tender offer, subject to applicable law.
We are the owner of record of the shares of common stock of D&PL held for your
account. As such, we are the only ones who can tender your shares, and then only
pursuant to your instructions. We are sending you the letter of transmittal for
your information only. You cannot use the letter of transmittal to tender the
shares we hold for your account. The letter of transmittal must be completed and
executed by us, according to your instructions.
Please instruct us as to whether you wish us to tender, on the terms and subject
to the conditions of the tender offer, any or all of the shares we hold for your
account, by completing and signing the Instruction Form enclosed herein.
Please note carefully the following:
1. You may tender shares at prices not greater than $28.75 nor less than $25.00
per share, as indicated in the enclosed Instruction Form, net to you in cash,
without interest.
2. You should consult with your broker and/or your tax advisor as to whether
(and if so, in what manner) you should designate the priority in which you want
your tendered shares to be purchased in the event of proration.
3. The tender offer is not conditioned upon the receipt of financing or upon any
minimum number of shares being tendered. The tender offer is, however, subject
to certain other conditions set forth in Section 7 of the offer to purchase,
which you should read carefully.
4. The tender offer, the proration period and the withdrawal rights will expire
at 12:00 Midnight, New York City time, on May 17, 2005, unless D&PL extends the
tender offer.
5. The tender offer is for 1,739,130 shares of D&PL's common stock, constituting
approximately 4.5% of the shares of such stock outstanding as of April 13, 2005.
6. Tendering stockholders who are registered stockholders or who tender their
shares directly to Illinois Stock Transfer Company will not be obligated to pay
any brokerage commissions or fees, solicitation fees, or (except as set forth in
the offer to purchase and Instruction 9 to the letter of transmittal) stock
transfer taxes on D&PL's purchase of shares pursuant to the tender offer.
7. If you (i) own beneficially or of record an aggregate of fewer than 100
shares, (ii) instruct us to tender on your behalf ALL of the shares you own at
or below the Purchase Price before the expiration date and (iii) check the box
captioned "Odd Lots" in the attached Instruction Form, then D&PL, upon the terms
and subject to the conditions of the tender offer, will accept all of your
tendered shares for purchase regardless of any proration that may be applied to
the purchase of other shares properly tendered but not meeting the above
conditions.
8. If you wish to condition your tender upon the purchase of all shares tendered
or upon D&PL's purchase of a specified minimum number of the shares that you
tender, you may elect to do so and thereby avoid (in full or in part) possible
proration of your tender. D&PL's purchase of shares from all tenders which are
so conditioned will be determined, to the extent necessary, by random lot. To
elect such a condition, complete the section captioned "Conditional Tender" in
the attached Instruction Form.
9. If you wish to tender portions of your shares at different prices, you must
complete a SEPARATE Instruction Form for each price at which you wish to tender
each such portion of your shares. We must and will submit separate letters of
transmittal on your behalf for each price you will accept.
10. The Board of Directors of D&PL has approved the tender offer. However,
neither D&PL, nor its Board of Directors nor the dealer manager makes any
recommendation to stockholders as to whether to tender or refrain from tendering
their shares for purchase, or as to the price or prices at which stockholders
should choose to tender their shares. Stockholders must make their own decisions
as to whether to tender their shares and, if so, how many shares to tender and
the price or prices at which they should tender such shares. Of the directors
and executive officers, one of D&PL's executive officers has advised D&PL that
he intends to tender a portion of his shares in the tender offer.
If you wish to have us tender any or all of your shares, please instruct us to
that effect by completing, executing, and returning to us the enclosed
Instruction Form. A pre-addressed envelope is enclosed for your convenience. If
you authorize us to tender your shares, we will tender all of the shares that we
hold beneficially for your account unless you specify otherwise on the enclosed
Instruction Form.
Please forward your completed Instruction Form to us in a timely manner to give
us ample time to permit us to submit the tender on your behalf before the
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expiration date of the tender offer. The tender offer, proration period and
withdrawal rights will expire at 12:00 Midnight, New York City time, on May 17,
2005, unless D&PL extends the tender offer.
As described in the offer to purchase, if more than 1,739,130 shares, or such
greater number of shares as D&PL may elect to purchase in accordance with
applicable law, are properly tendered at or below the Purchase Price and not
properly withdrawn before the expiration date, then D&PL will accept shares for
purchase at the Purchase Price in the following order of priority:
1. First, D&PL will purchase all shares properly tendered at or below the
Purchase Price and not properly withdrawn before the expiration date by any "odd
lot" holder who:
(a) tenders ALL of the shares owned beneficially or of record by such odd
lot holder at or below the Purchase Price before the expiration date (partial
tenders will not qualify for this preference); AND
(b) completes the section captioned "Odd Lots" on the letter of transmittal
and, if applicable, on the notice of guaranteed delivery, without regard to any
proration that would otherwise be applicable to such "odd lot" shares.
2. Second, after D&PL has purchased all properly tendered (and not properly
withdrawn) "odd lot" shares, D&PL will purchase all other shares properly
tendered at or below the Purchase Price before the expiration date (and not
properly withdrawn) on a pro rata basis if necessary, subject to the conditional
tender provisions described in Section 6 of the offer to purchase, and with
adjustments to avoid purchases of fractional shares, all as provided in the
offer to purchase.
3. Third, and only if necessary to permit D&PL to purchase 1,739,130 shares (or
such greater number of shares as D&PL may elect to purchase subject to
applicable law), D&PL will purchase properly tendered shares from holders who
have tendered shares conditionally (and for whom the condition was not initially
satisfied) by random lot to the extent feasible. To be eligible for purchase by
random lot, stockholders whose shares are conditionally tendered (and for whom
the condition was not initially satisfied) must have tendered all of their
shares.
The tender offer is being made solely pursuant to the offer to purchase and the
letter of transmittal and is being made to all record holders of shares of
D&PL's common stock. The tender 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 tender offer or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.
YOUR PROMPT ACTION IS REQUESTED. PLEASE FORWARD YOUR COMPLETED INSTRUCTION FORM
TO US IN AMPLE TIME TO PERMIT US TO SUBMIT THE TENDER ON YOUR BEHALF BEFORE THE
EXPIRATION OF THE TENDER OFFER.
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Instruction Form with Respect to
Delta and Pine Land Company
Offer to Purchase for Cash
up to 1,739,130 Shares of its Common Stock
at a Purchase Price Not Greater Than $28.75
Nor Less Than $25.00 Per Share
The undersigned acknowledge(s) receipt of your letter and the enclosed offer to
purchase dated April 20, 2005 and the letter of transmittal in connection with
the tender offer by Delta and Pine Land Company, a Delaware corporation
("D&PL"), to purchase up to 1,739,130 shares of its common stock, par value
$0.10 per share at a price specified by the undersigned and not greater than
$28.75 nor less than $25.00 per share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the enclosed
offer to purchase, dated April 20, 2005 and the letter of transmittal, which
together (as each may be amended and supplemented from time to time) constitute
the tender offer.
The undersigned understands that D&PL will, upon the terms and subject to the
conditions of the tender offer, (i) determine a single per share price not
greater than $28.75 nor less than $25.00 per share (the "Purchase Price") and
(ii) purchase the shares properly tendered and not properly withdrawn pursuant
to the terms of the tender offer, after taking into account the number of shares
so tendered and the prices specified by tendering stockholders. D&PL will select
the lowest Purchase Price that will allow it to purchase 1,739,130 shares, or if
a lesser number of shares is properly tendered and not properly withdrawn, all
such shares that are properly tendered and not properly withdrawn. D&PL will pay
the same Purchase Price for each share of common stock purchased in the tender
offer. D&PL will purchase all shares properly tendered at prices at or below the
Purchase Price and not properly withdrawn at the Purchase Price, net to the
seller in cash, without interest, upon the terms and subject to the conditions
of the tender offer, including the "odd lot", proration and conditional tender
provisions described in the offer to purchase. All other shares, including
shares tendered at prices in excess of the Purchase Price and shares that D&PL
does not accept for purchase because of proration or conditional tenders will be
returned at D&PL's expense to the stockholders that tendered such shares as
promptly as practicable after the expiration date.
The undersigned hereby instruct(s) you to tender to D&PL the number of shares
indicated below or, if no number is indicated, all shares you hold for the
account of the undersigned, at the price per share indicated below, in
accordance with the terms and subject to the conditions of the tender offer.
NUMBER OF SHARES TO BE TENDERED BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED:
______________ SHARES OF COMMON STOCK*
*Unless you indicate otherwise, we will assume that you are instructing us to
tender all of the shares held by us for your account.
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CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT
CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.
________________________________________________________________________________
SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER
(See Instruction 5 of the letter of transmittal)
|_| The undersigned wants to maximize the chance of having D&PL purchase
all shares the undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE
PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing
to accept the purchase price determined by D&PL pursuant to the tender
offer (the "Purchase Price"). This action could result in receiving a
price per share as low as $25.00.
- OR -
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
(See Instruction 5 of the letter of transmittal)
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned
hereby tenders shares at the price checked. This action could result in none of
the shares being purchased if the Purchase Price is less than the price checked
below. A stockholder who desires to tender shares at more than one price must
complete a separate letter of transmittal for each price at which the
stockholder tenders shares. You cannot tender the same shares at more than one
price, unless you have previously validly withdrawn those shares tendered at a
different price in accordance with Section 4 of the offer to purchase.
Price (in Dollars) Per Share at Which Shares Are Being Tendered
|_| $25.00 |_| $26.00 |_| $27.00 |_| $28.00
|_| $25.25 |_| $26.25 |_| $27.25 |_| $28.25
|_| $25.50 |_| $26.50 |_| $27.50 |_| $28.50
|_| $25.75 |_| $26.75 |_| $27.75 |_| $28.75
You WILL NOT have validly tendered your shares
unless you check ONE AND ONLY ONE BOX ON THIS PAGE.
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ODD LOTS
(See Instruction 6 of the letter of transmittal)
To be completed only if shares are being tendered by or on behalf of a person
owning, beneficially or of record, an aggregate of fewer than 100 shares.
|_| By checking this box, the undersigned represents that the undersigned
owns beneficially or of record an aggregate of fewer than 100 shares
and is instructing the holder to tender all such shares.
In addition, the undersigned is tendering shares either (check ONE box):
|_| at the Purchase Price, which will be determined by D&PL in accordance
with the terms of the tender offer (persons checking this box should
check the first box on the previous page, under the heading "Shares
Tendered at Price Determined Pursuant to the Tender Offer"); OR
|_| at the price per share indicated on the previous page under the heading
"Shares Tendered at Price Determined by Stockholders".
CONDITIONAL TENDER
(See Instruction 11 of the letter of transmittal)
A tendering stockholder may condition such stockholder's tender of any shares
upon the purchase by D&PL of a specified minimum number of the shares such
stockholder tenders, as described in Section 6 of the offer to purchase. Unless
D&PL purchases at least the minimum number of shares you indicate below pursuant
to the terms of the tender offer, D&PL will not purchase any of the shares
tendered below. It is the tendering stockholder's responsibility to calculate
that minimum number, and we urge each stockholder to consult his or her own tax
advisor in doing so. Unless you check the box immediately below and specify, in
the space provided, a minimum number of shares that D&PL must purchase if D&PL
purchases any shares from you, D&PL will deem your tender unconditional.
|_| The minimum number of shares that D&PL must purchase from me if D&PL
purchases any shares from me, is: ______________________ shares.
If, because of proration, D&PL will not purchase the minimum number of shares
that you designate, D&PL may accept conditional tenders by random lot, if
necessary. However, to be eligible for purchase by random lot, the tendering
stockholder must have tendered all of his or her shares. To certify that you are
tendering all of the shares you own, check the box below.
|_| The tendered shares represent all shares held by the undersigned.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, PLEASE ALLOW
SUFFICIENT TIME TO ASSURE TIMELY DELIVERY.
- PLEASE SIGN ON THE NEXT PAGE -
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SIGNATURE
Please Print
Signature(s):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Names(s):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Taxpayer Identification or Social Security Number:
________________________________________________________________________________
Address(es):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(include zip code)
Area Code & Phone Number(s):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Date:
________________________________________________________________________________
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