EXHIBIT (a)(5)(ii)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
CAREY INTERNATIONAL, INC.
at
$18.25 Net Per Share
by
ALUWILL ACQUISITION CORP.
and by
CAREY INTERNATIONAL, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON AUGUST 31, 2000, UNLESS THE OFFER IS EXTENDED.
August 3, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Aluwill Acquisition Corp., a Delaware corporation
("Acquisition Company"), and Carey International, Inc., a Delaware corporation
("Carey International"), to act as Information Agent in connection with
Acquisition Company's and Carey International's joint offer to purchase any
and all of the issued and outstanding shares of common stock, par value $0.01
per share (the "Shares"), of Carey International, at a price of $18.25 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, dated August 3,
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, as each may be amended and supplemented from time to time, together
constitute the "Offer") enclosed herewith. Acquisition Company and Carey
International are collectively referred to herein as the "Purchasers."
THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED
AS OF JULY 19, 2000 (THE "MERGER AGREEMENT"), BY AND AMONG CAREY
INTERNATIONAL, LIMOUSINE HOLDINGS, LLC ("PARENT"), ACQUISITION COMPANY and
ERANJA ACQUISITION SUB, INC. ("ACQUISITION COMPANY SUB"). THE BOARD OF
DIRECTORS OF CAREY INTERNATIONAL HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER,
AND HAS DETERMINED THAT THE OFFER AND THE MERGER ARE ADVISABLE, FAIR TO AND IN
THE BEST INTERESTS OF THE STOCKHOLDERS OF CAREY INTERNATIONAL. THE BOARD OF
DIRECTORS OF CAREY INTERNATIONAL UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT THERETO.
Also enclosed is the letter to stockholders of Carey International from the
Chairman of the Board of Carey International.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST
5,216,072 SHARES, WHICH NUMBER OF SHARES CONSTITUTES A MAJORITY OF THE SHARES
OUTSTANDING (INCLUDING FOR THESE PURPOSES SHARES ISSUABLE UPON THE EXERCISE OF
COMPANY OPTIONS (AS DEFINED IN THE OFFER TO PURCHASE) BY PERSONS WHO HAVE NOT
AGREED TO ENTER INTO OPTION EXERCISE AGREEMENTS (AS DEFINED IN THE OFFER TO
PURCHASE) AFTER GIVING EFFECT TO THE CANCELLATION OF ANY SHARES PURCHASED BY
CAREY INTERNATIONAL AND (2) CAREY INTERNATIONAL AND/OR ACQUISITION COMPANY
HAVING RECEIVED OR HAVING AVAILABLE THE PROCEEDS OF THE FINANCING CONTEMPLATED
BY THE FINANCING COMMITMENT LETTERS (AS DEFINED IN THE OFFER TO PURCHASE) AND
THE PROCEEDS FROM THE CAPITAL CONTRIBUTION (AS DEFINED IN THE OFFER TO
PURCHASE), INCLUDING BUT, NOT LIMITED TO, PROCEEDS SUFFICIENT TO (A) FINANCE
THE PURCHASE OF THE SHARES THAT THE PURCHASERS ARE AGREEING TO PURCHASE
PURSUANT TO THE OFFER, (B) PAY THE MERGER CONSIDERATION (AS DEFINED IN THE
OFFER TO PURCHASE) PURSUANT TO THE MERGER, (C) PURCHASE CERTAIN SECURITIES OF
CAREY INTERNATIONAL PURSUANT TO THE CAREY PURCHASE AGREEMENTS (AS DEFINED IN
THE OFFER TO PURCHASE), (D) REPAY OUTSTANDING INDEBTEDNESS OF CAREY
INTERNATIONAL AND ITS SUBSIDIARIES AND (E) PAY THE FEES AND EXPENSES REQUIRED
TO BE PAID IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS DESCRIBED
IN THE OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL.
Pursuant to the Merger Agreement, following the consummation of the Offer
and the satisfaction or waiver of certain conditions, either Acquisition
Company or Acquisition Company Sub will be merged with and into Carey
International (the "Merger"), with Carey International continuing as the
surviving corporation (the "Surviving Corporation"). Following consummation of
the Merger, the Surviving Corporation will be a wholly-owned subsidiary of
Parent. At the effective time of the Merger (the "Effective Time"), each Share
issued and outstanding immediately prior to the Effective Time (other than
Shares held by Acquisition Company, Shares in the treasury of Carey
International, Shares held by holders who perfect their appraisal rights in
accordance with the Delaware General Corporation Law, and certain Shares held
by certain members of management of Carey International) , will, by virtue of
the Merger and without any action on the part of the holder thereof, be
cancelled and converted into the right to receive $18.25 in cash per share,
without interest, as set forth in the Merger Agreement and described in the
Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own names, we are enclosing the following
documents:
1. The Offer to Purchase dated August 3, 2000.
2. The Letter of Transmittal to be used by holders of Shares in accepting
the Offer and tendering Shares. Facsimile copies of the Letter of
Transmittal (with manual signatures) may be used to tender Shares.
3. The Notice of Guaranteed Delivery to be used to accept the Offer if
the certificates evidencing such Shares (the "Share Certificates") are not
immediately available or time will not permit all required documents to
reach the Depositary (as defined in the Offer to Purchase) prior to the
Expiration Date (as defined in the Offer to Purchase) or the procedure for
book-entry transfer cannot be completed by the Expiration Date.
4. A printed 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.
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withheld.
6. A return envelope addressed to the Depositary.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Purchasers will accept for payment and will pay for all
Shares validly tendered prior to the Expiration Date and not properly
withdrawn promptly after the latest to occur of (i) the Expiration Date and
(ii) the satisfaction or waiver of the conditions to the Offer set forth in
"THE TENDER OFFER--Section 11 (Conditions to the Offer)" of the Offer to
Purchase. For purposes of the Offer, the Purchasers will be deemed to have
accepted for payment, and thereby purchased, Shares validly
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tendered and not properly withdrawn as, if and when the Purchasers give oral
or written notice to the Depositary of their acceptance for payment of such
Shares pursuant to the Offer. In all cases, payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) Share Certificates or a timely confirmation
of a book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in "THE TENDER OFFER--Section 3
(Procedures for Tendering Shares)" of the Offer to Purchase) pursuant to the
procedures set forth in "THE TENDER OFFER--Section 3 (Procedures for Tendering
Shares)" of the Offer to Purchase, (ii) 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 a book-entry transfer, an
Agent's Message (as defined in "THE TENDER OFFER--Section 3 (Procedures for
Tendering Shares)" of the Offer to Purchase), and (iii) all other documents
required by the Letter of Transmittal. Under no circumstances will interest on
the purchase price for Shares be paid by the Purchasers, regardless of any
delay in making such payment.
The Purchasers will not pay any fees or commissions to any broker or dealer
or any other person (other than the Information Agent as set forth in "SPECIAL
FACTORS--Section 11 (Fees and Expenses)" of the Offer to Purchase) in
connection with the solicitation of tenders of Shares pursuant to the Offer.
The Purchasers will, however, upon request, reimburse you for customary
mailing and handling expenses incurred by you in forwarding the enclosed
materials to your clients.
The Purchasers will pay any stock transfer taxes with respect to the
transfer and sale to it or its order pursuant to the Offer, except as
otherwise provided in Instruction 6 of the Letter of Transmittal, as well as
any charges and expenses of the Depositary and the Information Agent.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON AUGUST 31, 2000 UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal, with any required signature guarantees and
any other required documents, should be sent to the Depositary, and Share
Certificates should be delivered or such Shares should be tendered by book-
entry transfer, all in accordance with the Instructions set forth in the
Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender Shares, but it is impracticable for them
to forward their Share Certificates or other required documents to the
Depositary prior to the Expiration Date or to comply with the procedures for
book-entry transfer on a timely basis, a tender may be effected by following
the guaranteed delivery procedures specified under "THE TENDER OFFER--Section
3 (Procedures for Tendering Shares)" of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from the
undersigned at the address and telephone number set forth on the back cover of
the Offer to Purchase.
Very truly yours,
D.F. King & Co., Inc.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE OFFERORS, THE DEPOSITARY OR THE INFORMATION
AGENT, OR ANY AFFILIATE OF ANY OF THE FOREGOING, 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 AND THE STATEMENTS
CONTAINED THEREIN.
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