Exhibit (A)(7)
Offer by
Curtis International Ltd.
to Purchase for Cash
all Outstanding Common Shares
at
$0.80 Net Per Common Share
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 4:00 P.M., NEW YORK
CITY TIME, ON FRIDAY, JUNE 15, 2001, UNLESS THE OFFER IS EXTENDED.
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May 1, 2001
To Our Clients:
Enclosed for your consideration are an Offer to Purchase, dated May 1,
2001 (the "Offer to Purchase"), and a related Letter of Transmittal in
connection with the offer by Curtis International Ltd., an Ontario corporation
(the "Company"), to purchase for cash all outstanding shares of its common
stock, no par value per share (the "Common Shares"), of the Company at a price
of $0.80 per Common Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase and in the related Letter
of Transmittal (which, together with the Offer to Purchase, constitute the
"Offer").
We are (or our nominee is) the holder of record of Common Shares held
by us for your account. A tender of such Common Shares can be made only by us or
our nominee as the holder of record and pursuant to your instructions. The
letter of transmittal is furnished to you for your information only and cannot
be used by you to tender Common 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 Common Shares held by us for your account, upon
the terms and subject to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $0.80 per Common Share, net to the seller in
cash.
2. The Offer is being made for all outstanding Common Shares.
3. The Board of Directors of the Company (the "Board") has received a
fairness opinion (the "Fairness Opinion") from Rodman & Renshaw, Inc., an
investment bank ("Rodman"), that the price at which the Company is offering to
purchase the Common Shares (the "Common Share Offer Price") of $0.80 is fair,
from a financial point of view. Neither the Company nor Rodman is making a
recommendation with respect to your acceptance of the Company's Offer.
4. The Offer and withdrawal rights will expire at 4:00 P.M., New York
City time, on Friday, June 15, 2001, unless the Offer is extended.
5. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in Instruction 6 of the Letter
of Transmittal, stock transfer taxes with respect to the purchase of Common
Shares by the Company pursuant to the Offer. However, federal income tax backup
withholding at a rate of 31% may be required, unless an exemption is provided or
unless the required tax payer identification information is provided. See
Instruction 10 of the Letter of Transmittal.
If you wish to have us tender any or all of your Common 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 Common Shares, all such Common
Shares will be tendered unless otherwise specified in your instructions.
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.
The Offer is made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of Common Shares. The
Company is 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
Company becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Common Shares pursuant thereto, the Company will make
a good faith effort to comply. If after such good faith effort, the Company
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 Common 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 Company by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL
OUTSTANDING COMMON SHARES OF CURTIS INTERNATIONAL LTD.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated May 1, 2001 and the related Letter of Transmittal
(which together with the Offer to Purchase, constitute the "Offer") in
connection with the offer by Curtis International Ltd., an Ontario corporation
(the "Company"), to purchase all outstanding shares of common stock, no par
value per share (the "Common Shares"), of the Company at a price of $0.80 per
Common Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer.
This will instruct you to tender the number of Common Shares indicated
below (or if no number is indicated below, all Common Shares) that are held by
you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
SIGN HERE
__________________________________
__________________________________
Signature(s)
__________________________________
Number of Common Shares to be Tendered:
_______________ Common Shares* __________________________________
Please type or Print Name(s)
__________________________________
Date ____________ , 2001 __________________________________
Please type or Print Address(es)
__________________________________
Area Code and Telephone Number
__________________________________
Taxpayer Identification or
Social Security Number
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* Unless otherwise indicated, it will be assumed that all Common Shares held by
us for your account are to be tendered.