EXHIBIT (a)(5)(iii)
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 Our Clients:
Enclosed for your consideration are an Offer to Purchase, dated August 3,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
as each may be amended from time to time, together constitute the "Offer") in
connection with the Offer by Aluwill Acquisition Corp., a Delaware corporation
("Acquisition Company"), and Carey International, Inc., a Delaware corporation
("Carey International"), 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. Unless the context indicates otherwise,
"Stockholders" shall mean holders of Shares. Acquisition Company and Carey
International are collectively referred to herein as the "Purchasers."
Also enclosed is the letter to stockholders of the Company from the Chairman
of the Board of Carey International.
Stockholders whose certificates evidencing Shares (the "Share Certificates")
are not immediately available or who cannot deliver their Share Certificates
and all other documents required by the Letter of Transmittal to the
Depositary prior to the Expiration Date (as such terms are defined in the
Offer to Purchase) or who cannot complete the procedure for delivery by book-
entry transfer to 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) on a timely basis and who wish to tender their
Shares must do so pursuant to the guaranteed delivery procedure described in
"THE TENDER OFFER--Section 3 (Procedures for Tendering Shares)" of the Offer
to Purchase. See Instruction 2 of the Letter of Transmittal. Delivery of
documents to the Book-Entry Transfer Facility in accordance with the Book-
Entry Transfer Facility's procedures does not constitute delivery to the
Depositary.
THIS MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF SHARES HELD BY
US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE (OR OUR NOMINEE
IS) 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 BEING FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US
FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account upon the terms and
subject to the conditions set forth in the Offer to Purchase and the related
Letter of Transmittal.
Please note the following:
1. The tender price is $18.25 per Share (the "Offer Price"), net to you
in cash, without interest thereon, upon the terms and subject to the
conditions of the Offer.
2. 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.
3. 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., a wholly-owned subsidiary of Acquisition
Company ("Acquisition Company Sub"), which provides, among other things,
for the commencement of the Offer by the Purchasers and further provides
that after the purchase of the Shares pursuant to the Offer, subject to the
satisfaction or waiver of certain conditions contained in the Merger
Agreement, 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.
4. The Board of Directors of Carey International (the "Board") 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, and unanimously recommends that
stockholders accept the Offer and tender their Shares pursuant thereto.
5. The Offer is being made for all outstanding Shares.
6. 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.
7. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the
Offer.
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The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal (and any amendments or supplements thereto), and is being made to
all holders of all Shares. The Purchasers are 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 the Purchasers become aware of any
valid state statute prohibiting the making of the Offer, the Purchasers will
make a good faith effort to comply with such statute. If, after such good
faith effort, the Purchasers cannot comply with such state statute, the Offer
will not be made to, nor will tenders be accepted from or on behalf of, the
holders of Shares in any such state. In any jurisdiction where the securities,
"blue sky" or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of the Purchasers by
one or more registered brokers or dealers that are licensed under the laws of
such jurisdiction.
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 contained
in this letter. An envelope in which 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 instruction form contained in 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. 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.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CAREY INTERNATIONAL, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated August 3, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, as each may be amended from time to time,
together constitute the "Offer"), in connection with the offer by Aluwill
Acquisition Corp., a Delaware corporation ("Acquisition Company"), and Carey
International, Inc., a Delaware corporation ("Carey International") 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.
This will instruct you to tender to Acquisition Company and/or Carey
International the number of Shares indicated below (or, if no number is
indicated below, all Shares) held by you for the account of the undersigned,
upon the terms and subject to the conditions set forth in the Offer.
Number of Shares to be Tendered:
Shares*
SIGN HERE
Account Number: ____________________ Signature(s): ______________________
Dated: _________________, 2000
_____________________________________________________________________________
Please type or print name(s)
_____________________________________________________________________________
Please type or print address(es) here
_____________________________________________________________________________
Area Code and Telephone Number
_____________________________________________________________________________
Taxpayer Identification or Social Security Number(s)
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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