Exhibit (a)(5)(ii)
Advanced Nutraceuticals, Inc.
106 S. University Blvd., Unit 14
Denver, CO 80209
OFFER TO PURCHASE FOR CASH
BY
ADVANCED NUTRACEUTICALS, INC.
OF
UP TO 1,058,823 SHARES OF ITS COMMON STOCK
AT
$4.25 PER SHARE
THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON AUGUST 25, 2005, UNLESS THE TENDER OFFER IS
EXTENDED.
July 26, 2005
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Advanced Nutraceuticals, Inc., a Texas corporation ("ANI"), is offering to
purchase up to 1,058,823 shares of its common stock, par value $0.01 per share,
at $4.25 per share upon the terms and subject to the conditions set forth in its
Offer to Purchase, dated July 26, 2005, and in the related Letter of Transmittal
which, as may be amended and supplemented from time to time, together constitute
the tender offer.
All shares properly tendered before the "expiration date" (as defined in
Section 1 of the Offer to Purchase) and not properly withdrawn will be purchased
by ANI at the purchase price upon the terms and subject to the conditions of the
tender offer, including the odd lot, proration and conditional tender provisions
thereof. Shares not purchased because of proration or conditional tenders will
be returned at ANI's expense to the stockholders who tendered such shares
promptly after the expiration date. ANI reserves the right, in its sole
discretion, to purchase more than 1,058,823 shares under the offer, subject to
applicable law and the consent of ANI's senior lender. See Section 1 and Section
3 of the Offer to Purchase.
If the number of shares properly tendered is less than or equal to
1,058,823 shares (or such greater number of shares as ANI may elect to purchase
pursuant to the tender offer in accordance with applicable law), ANI will, on
the terms and subject to the conditions of the tender offer, purchase at the
purchase price, all shares so tendered.
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On the terms and subject to the conditions of the tender offer, if at the
expiration of the tender offer more than 1,058,823 shares (or any such greater
number of shares as ANI may elect to purchase) are properly tendered, then ANI
will buy shares first, from all stockholders who own beneficially or of record,
an aggregate of fewer than 100 shares who properly tender all their shares and
do not withdraw them before the expiration date, second, on a pro rata basis
from all other stockholders who properly tender shares, subject to conditional
tenders, and third, only if necessary to permit ANI to purchase 1,058,823
shares, from stockholders who have tendered shares subject to the condition that
a specified minimum number if the stockholder's shares be purchased if any
shares are purchased in the tender offer as described in Section 6 of the Offer
to Purchase (for which the condition was not initially satisfied, and provided
the stockholders tendered all of their shares) by random lot, to the extent
feasible.
THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION
6 OF THE OFFER TO PURCHASE.
For your information and for forwarding to those of your clients for whom
you hold shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. The Offer to Purchase, dated July 26, 2005;
2. The Letter of Transmittal for your use and for the information of your
clients (together with accompanying instructions and Substitute Form W-9);
3. A letter to clients that you may send 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
tender offer;
4. A Notice of Guaranteed Delivery to be used to accept the tender offer if
the share certificates and all other required documents cannot be delivered to
the Depositary before the expiration date or if the procedure for book-entry
transfer cannot be completed before the expiration date;
5. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUIRED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE TO OBTAIN THEIR INSTRUCTIONS. PLEASE NOTE THAT THE TENDER
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
AUGUST 25, 2005, UNLESS THE TENDER OFFER IS EXTENDED.
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ANI will not pay any fees or commissions to brokers, dealers, commercial
banks, trust companies or any person for soliciting tenders of shares under the
tender offer. ANI will, however, upon request, reimburse brokers, dealers,
commercial banks, trust companies or other nominees for customary mailing and
handling expenses incurred by them in forwarding any of the enclosed materials
to the beneficial owners of shares held by you as a nominee or in a fiduciary
capacity. No broker, dealer, commercial bank, or trust company has been
authorized to act as the agent of ANI or the Depositary for purposes of the
tender offer. ANI will pay or cause to be paid all stock transfer taxes, if any,
applicable to its purchase of shares, except as otherwise provided in the Offer
to Purchase or Instruction 7 in the Letter of Transmittal.
For shares to be tendered properly under the tender offer, (1) the share
certificates (or confirmation of receipt of such shares under the procedure for
book-entry transfer as set forth in Section 3 of the Offer to Purchase),
together with a properly completed and signed Letter of Transmittal, or a
manually signed facsimile thereof, including any required signature guarantees,
or an "agent's message" (as defined in the Offer to Purchase) in the case of
book-entry transfer, or a specific acknowledgement in the case of a tender
through the Automated Tender Offer Program (as described in the Offer to
Purchase) of book-entry transfer facility (as defined in the Offer to Purchase),
and any other documents required by the letter of transmittal, must be received
before 5:00 p.m., New York City time, on the expiration date by the Depositary
at its address set forth on the back cover page of the Offer to Purchase, or (2)
the tendering stockholder must comply with the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase.
Holders of shares whose certificate(s) for such shares are not immediately
available, holders who cannot deliver such certificate(s) and all other required
documents to the Depositary or holders who cannot complete the procedures for
book-entry transfer before the expiration date must tender their Shares
according to the procedure for guaranteed delivery set forth in Section 3 of the
Offer to Purchase.
Neither ANI or its board of directors nor the Depositary makes any
recommendation to any stockholder as to whether to tender or refrain from
tendering all or any shares. Stockholders must make their own decision as to
whether to tender shares and, if so, how may shares to tender.
Any inquiries you may have with respect to the tender offer should be addressed
to the Depositary at its address and telephone number set forth on the back
cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Depositary by calling them at: (303) 282-4800.
Very truly yours,
ADVANCED NUTRACEUTICALS, INC.
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Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF ANI, THE DEPOSITARY OR ANY AFFILIATE 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 TENDER OFFER OTHER
THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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