EXHIBIT (a)(5)(vii)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined herein). The Offer (as defined herein) is made solely
by the Offer to Purchase, dated August 3, 2000, and the related Letter of
Transmittal (and any amendments or supplements thereto), and is being made to
all holders of Shares. The Offerors (as defined herein) 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 Offerors become aware of any
valid state statute prohibiting the making of the Offer, the Offerors will make
a good faith effort to comply with such statute. If, after such good faith
effort, the Offerors 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 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 Offerors by one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
Notice of 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.
Aluwill Acquisition Corp., a Delaware corporation ("Acquisition Company"),
and Carey International, Inc., a Delaware corporation ("Carey International"),
are offering to purchase any and all of the issued and outstanding shares of
common stock, par value $0.01 per share, of Carey International (the "Shares"),
and the associated Preferred Share Purchase Rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of June 20, 2000, between Carey
International and Computershare Trust Company, Inc., as Rights Agent, as amended
on July 19, 2000, at a price of $18.25 per Share, net to the seller in cash
(such amount or any greater amount per Share paid in the offer being referred to
as the "Offer Price"), without interest thereon, on the terms and subject to the
conditions set forth in the Offer to Purchase and in the related letter of
transmittal (the "Letter of Transmittal") (which, as each may be amended and
supplemented from time to time, together constitute the "Offer"). For the
purposes of the Offer, Acquisition Company and Carey International are together
referred to as the "Offerors." VIP Holdings, LLC, a Delaware limited liability
company, VIP Holdings II, LLC, a Delaware limited liability company, VIP
Holdings III, LLC, a Delaware limited liability company, Limousine Holdings,
LLC, a Delaware limited liability company ("Parent"), and Acquisition Company, a
wholly-owned subsidiary of Parent, are all newly formed entities which were
created by Chartwell Investments II LLC to effect the transactions referred to
herein. Chartwell is an advisor to, and manager of, private equity funds that
invest in growth financings and buy-outs of middle market companies. Ford Motor
Company, an investor in and affiliate of Parent, designs and manufactures cars,
trucks and automotive components, and sells them throughout the world. Unless
the context otherwise requires, all references to Shares or Common Stock shall
include the associated Rights.
1
- - --------------------------------------------------------------------------------
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.
- - --------------------------------------------------------------------------------
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 herein) after giving
effect to the cancellation of any Shares to be purchased by Carey International)
and (2) Carey International and/or Acquisition Company having received or having
available the proceeds from 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 Carey International and Acquisition Company are agreeing to purchase
pursuant to the Offer, (b) pay the Merger Consideration (as defined herein)
pursuant to the Merger (as defined herein), (c) purchase certain securities of
Carey International pursuant to the Carey Purchase Agreements (as defined
herein), (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 (as defined herein).
The Offer is also subject to other terms and conditions described in the Offer
to Purchase and in the related Letter of Transmittal.
The purpose of the Offer, the Carey Purchase Agreements and the Merger is
to enable Parent to acquire substantially all the equity interest in Carey
International. As promptly as practicable following consummation of the Offer
and the transactions contemplated by the Carey Purchase Agreements, and after
satisfaction or waiver of all conditions to the Merger set forth in the Merger
Agreement, Parent intends to acquire the remaining equity interest in Carey
International not acquired by the Offerors in the Offer or through the Carey
Purchase Agreements by consummating the Merger. As a result, Parent will own
approximately 92.0% of the shares of common stock of the Surviving Corporation
(as defined herein) and the Management Investors (as defined herein) will own
approximately 8.0%.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of July 19, 2000 (the "Merger Agreement"), by and among Carey International,
Parent, Acquisition Company and Eranja Acquisition Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Acquisition Company ("Acquisition
Company Sub"). The Merger Agreement provides that, among other things, as
promptly as practicable after consummation of the Offer and the satisfaction or
waiver of the other conditions contained in the Merger Agreement, 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"). 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 Section 262 of the Delaware
General
2
Corporation Law, and certain Shares held by certain members of management of
Carey International (the "Management Investors") will, by virtue of the Merger
and without any action on the part of the holder thereof, be canceled and be
converted into the right to receive an amount per share (the "Merger
Consideration") equal to the Offer Price, without interest. The Merger Agreement
is more fully described in "Special Factors - Section 7" of the Offer to
Purchase.
Concurrently with the execution of the Merger Agreement, and as an
inducement to Acquisition Company and Parent to enter into the Merger Agreement,
(i) certain holders (the "Option Holders") of Plan Options (as defined in the
Offer to Purchase) have agreed to enter into Option Exercise/Cancellation
Agreements with Acquisition Company (the "Option Exercise Agreements"), pursuant
to which, among other matters, the Option Holders will agree (1) to exercise all
of their Plan Options immediately prior to the Effective Time and, upon the
request of Acquisition Company, to sell to Acquisition Company all of the Shares
issued upon such exercise (collectively, the "Option Exercise Shares") for
consideration equal to the Offer Price per Share, or (2) if Acquisition Company
does not so request, to exercise their Plan Options immediately prior to the
Effective Time and to hold the Option Exercise Shares for conversion in the
Merger into the right to receive cash and shares of the Surviving Corporation as
provided in the Merger Agreement, and (ii) Carey International has granted to
Acquisition Company an option pursuant to a Stock Option Agreement (the "Stock
Option Agreement") to acquire from Carey International in certain circumstances
a sufficient number of Shares that, when taken together with all other
outstanding Shares to be acquired by Acquisition Company pursuant to the Offer
and the Option Exercise Agreements (such agreements, collectively with the Stock
Option Agreement, the "Carey Purchase Agreements"), constitute greater than 90%
of the outstanding Shares. The Carey Purchase Agreements are more fully
described in "Special Factors - Section 7" of the Offer to Purchase.
The Board of Directors of Carey International has unanimously approved the
Merger Agreement and the transactions contemplated thereby, including the Offer
and the Merger, has determined that the offer and the Merger are advisable, fair
to and in the best interests of Carey International's stockholders, and
unanimously recommends that Carey International's stockholders accept the Offer
and tender their Shares pursuant thereto.
For purposes of the Offer, the Offerors will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when the applicable Offeror gives oral or written notice to
United States Trust Company of New York (the "Depositary") of its acceptance for
payment of such Shares pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering stockholders for the purpose
of receiving payments from the Offerors and transmitting such payments to
tendering stockholders whose Shares have been accepted for payment. Under no
circumstances will interest on the Offer Price for Shares be paid by the
Offerors, regardless of any extension of the Offer or any delay in making such
payment. 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 (1) certificates evidencing such Shares or 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 Offer to Purchase) pursuant to
the procedures set forth in "The Tender Offer - Section 3" of the Offer to
Purchase, (2) the Letter of
3
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 Offer to Purchase)
and (3) all other documents required by the Letter of Transmittal.
Subject to the provisions of the Merger Agreement and the applicable rules
and regulations of the Securities and Exchange Commission (the "SEC"), the
Offerors, and in certain circumstances Parent, have the right in their sole
mutual discretion to waive any or all conditions to the Offer and to make any
other changes in the terms and conditions of the Offer. Subject to the
provisions of the Merger Agreement and the applicable rules and regulations of
the SEC, if, by the Expiration Date (as defined herein), any or all of the
conditions to the Offer have not been satisfied, the Offerors, and in certain
circumstances Parent, have the right (but not the obligation) to (1) terminate
the Offer and return all tendered Shares to tendering stockholders, (2) waive
such unsatisfied conditions and purchase all Shares validly tendered or (3)
extend the Offer, and, subject to the terms of the Offer (including the rights
of stockholders to withdraw their Shares), retain the Shares which have been
tendered, until the termination of the Offer, as extended.
Subject to the provisions of the Merger Agreement and the applicable
rules and regulations of the SEC, the Offerors, and in certain circumstances
Parent, have the right in their sole mutual discretion, at any time and from
time to time, to (1) extend the period of time during which the Offer is open
and thereby delay acceptance for payment of, and payment for, any Shares, by
giving oral or written notice of such extension to the Depositary and (2) amend
the Offer in any respect permitted by the Merger Agreement by giving oral or
written notice of such amendment to the Depositary.
Any extension will be followed as promptly as practicable by public
announcement thereof to be made no later than 9:00 A.M., New York City time, on
the next business day after the previously scheduled Expiration Date. Without
limiting the manner in which the Offerors may choose to make any public
announcement, the Offerors will have no obligation to publish, advertise or
otherwise communicate any such announcement other than issuing a release to the
Dow Jones News Service or as otherwise may be required by law. During any such
extension, all Shares previously tendered and not properly withdrawn will remain
subject to the Offer, subject to the rights of a tendering stockholder to
withdraw such stockholder's Shares. "Expiration Date" means 5:00 P.M., New York
City time, on August 31, 2000, unless and until the Offerors, in their sole
discretion (but subject to the terms and conditions of the Merger Agreement)
have extended the period during which the Offer is open, in which event the term
"Expiration Date" means the latest time and date at which the Offer, as extended
by the Offerors, will expire.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment by the Offerors
pursuant to the Offer, may also be withdrawn at any time after October 1, 2000
or at such later time as may apply if the Offer is extended. For a withdrawal to
be effective, a written or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth on the back
cover of the Offer to Purchase. Any such notice of withdrawal must specify the
name of the person who tendered the Shares to be withdrawn, the number of Shares
to be withdrawn and the name of the registered holder of the Shares to be
withdrawn, if different from that of the person who tendered such
4
Shares. If certificates evidencing Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, then, prior to the physical release of
such certificates, the serial numbers shown on the particular certificates
evidencing the Shares to be withdrawn must be submitted to the Depositary and
the signatures on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Offer to Purchase), unless such Shares have been
tendered for the account of an Eligible Institution. If Shares have been
tendered pursuant to the procedure for book-entry transfers as set forth in "The
Tender Offer - Section 3" of the Offer to Purchase, any notice of withdrawal
must specify the name and number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Shares and must otherwise comply with
such Book-Entry Transfer Facility's procedures, in which case a notice of
withdrawal will be effective if delivered to the Depositary by any method of
delivery described in the second sentence of this paragraph. All questions as to
the form and validity (including time of receipt) of any notice of withdrawal
will be determined by the Offerors, in their sole discretion, whose
determination will be final and binding on all parties. None of the Offerors,
any of their affiliates or assigns, the Depositary, D.F. King & Co., Inc., which
is acting as the Information Agent for the Offer, or any other person will be
under any duty to give notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give such
notification. Withdrawals of tendered Shares may not be rescinded without the
Offerors' consent. Any Shares properly withdrawn will thereafter be deemed not
to have been validly tendered for purposes of the Offer. However, properly
withdrawn Shares may be retendered at any time prior to the Expiration Date by
following one of the procedures described in "The Tender Offer - Section 3" of
the Offer to Purchase.
The information required to be disclosed by Rules 13e-4(d)(1) and
14d-6(d)(1) of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, is contained in the Offer to Purchase and is
incorporated herein by reference.
Carey International has provided Acquisition Company with Carey
International's stockholder list and security position listing for the purpose
of disseminating the Offer to holders of Shares. The Offer to Purchase, the
related Letter of Transmittal and, if required, other relevant materials will be
mailed to record holders of Shares whose names appear on the stockholder list
and will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone numbers set forth below. Requests for copies
of the Offer to Purchase and the related Letter of Transmittal and all other
tender offer materials may be directed to the Information Agent, and copies will
be furnished promptly at the Offerors' expense. The Offerors will not pay any
fees or commissions to any broker or dealer or any other person (other than the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street, 20th Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others call Toll Free: (800) 628-8510
August 3, 2000
5