EX-99.(A)(5) 6 ie71063exa5.htm EXHIBIT (A)(5)

Exhibit (a)(5)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
International Electronics, Inc.
at
$6.65 Net Per Share
by
Acquisitions Sub 2007-2, Inc.,
an indirect wholly-owned subsidiary of
Linear LLC

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JUNE 22, 2007, UNLESS THE OFFER IS EXTENDED.

May 25, 2007

To Our Clients:

          Enclosed for your consideration is an Offer to Purchase dated May 25, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitutes the “Offer”) relating to the offer by Acquisition Sub 2007-2, Inc., a Massachusetts corporation (the “Purchaser”) and a wholly-owned subsidiary of Linear LLC, a California limited liability company (“Linear”), to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., a Massachusetts corporation (“International Electronics”), at a purchase price of $6.65 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase.

          Also enclosed is the Letter to Shareholders from the President and Chief Executive Officer of International Electronics accompanied by the Solicitation/Recommendation Statement of International Electronics on Schedule 14D-9.

          WE (OR OUR NOMINEES) ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US (OR OUR NOMINEES) 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 TO TENDER SHARES FOR OUR ACCOUNT.

          We request instructions as to whether you wish to tender any or all of the Shares held by us for your account according to the terms and conditions set forth in the Offer.

     Your attention is directed to the following:

 

1.

The purchase price offered by the Purchaser is $6.65 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer to Purchase.

 

 

 

 

2.

The Offer is being made for all outstanding Shares.

 

 

 

 

3.

The board of directors of International Electronics has unanimously determined that the Offer and the Merger (as defined below) are fair to and in the best interests of the shareholders of International Electronics, approved the Merger Agreement (as defined below) and the transactions contemplated thereby, including the Offer, on the terms and subject to the conditions set forth therein, and recommended that holders of Shares accept the Offer and tender their Shares in the Offer.

 

 

 

 

4.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of May 14, 2007 (the “Merger Agreement”), by and among the Purchaser, Linear and International Electronics, pursuant to which, following the consummation of the Offer and the satisfaction or waiver of all of the conditions thereto and in accordance with the Massachusetts Business Corporation Act (“MBCA”), the Purchaser will


    be merged with and into International Electronics, with the surviving entity, International Electronics, becoming a wholly-owned subsidiary of Linear (the “Merger”). At the effective time of the Merger, each Share that is outstanding and that has not been accepted for purchase pursuant to the Offer (other than Shares owned by Linear, the Purchaser, any wholly-owned subsidiary of Linear or Shares owned by International Electronics or its shareholders, if any, who are entitled to and properly exercise appraisal rights under Section 13.02 of the MBCA) will be converted into the right to receive the same price per Share paid pursuant to the Offer in cash, without interest, as set forth in the Merger Agreement and described in the Offer to Purchase.
     

 

5.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 22, 2007 (THE “EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED BY THE PURCHASER, IN WHICH EVENT THE TERM “EXPIRATION DATE” MEANS THE LATEST TIME AT WHICH THE OFFER, AS SO EXTENDED BY THE PURCHASER, WILL EXPIRE.

 

 

 

 

6.

The Offer is not subject to a financing condition. The Offer is conditioned upon, among other things, there being validly tendered and not validly withdrawn prior to the expiration of the Offer that number of Shares, considered together with all other Shares beneficially owned by Linear and its affiliates, that would represent 66-2/3% of Shares outstanding at the time of the expiration of the Offer (determined on a fully diluted basis). The Offer is also conditioned upon satisfaction of other conditions set forth in “The Tender Offer — Section 14 — Certain Conditions of the Offer” of the Offer to Purchase.

 

 

 

 

7.

Tendering shareholders will not be obligated to pay brokerage fees or commissions to the Depositary (as defined below) or D.F. King & Co., Inc., which is acting as the Information Agent for the Offer, or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Purchaser in the Offer. However, U.S. federal income tax backup withholding (currently 28%) may be required unless an exemption applies and adequate documentation of the exemption is provided to the Depositary or unless the required taxpayer identification information and certain other certifications are provided to the Depositary. See Instruction 9 of the Letter of Transmittal.

          Your instructions to us should be forwarded promptly to permit us to submit a tender on your behalf before the Expiration Date.

          If you wish to have us tender any of or all the Shares held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form on the detachable part hereof. An envelope 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 detachable part hereof. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BEFORE THE EXPIRATION DATE.

          In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by The Bank of New York (the “Depositary”) of (a) Share certificates (or a timely Book-Entry Confirmation) (as defined in the Offer to Purchase), (b) a properly completed and duly executed Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 2 of the Offer to Purchase, an Agent’s Message (as defined in the Offer to Purchase) in lieu of a Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING PAYMENT.

          The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction or any administrative or judicial action pursuant thereto. However, the Purchaser may take such action as it deems necessary to make the Offer in any jurisdiction and extend the Offer to holders of such Shares in such jurisdiction.


INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
International Electronics, Inc.
by
Acquisition Sub 2007-2, Inc.,
an indirect wholly-owned subsidiary of
Linear LLC

          The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase, dated May 25, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal relating to shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., a Massachusetts corporation.

          This will instruct you to tender the number of Shares indicated below held by you for the account of the undersigned, on the terms and subject to the conditions set forth in the Offer to Purchase and related Letter of Transmittal.

NUMBER OF SHARES TO BE TENDERED:*

SIGN HERE

 

 

 

 

 

 

 


 

(Signature(s))

 

 

 

 

 


 

Please Type or Print Names(s)

 

 

 

 

 


 

Please Type or Print Names(s)

 

 

 

 

 


 

Area Code and Telephone Number

 

 

 

 

 


 

Tax Identification Number or Social Security Number

Dated:  ______________________________

 

   
   

*Unless otherwise indicated, it will be assumed that all your Shares are to be tendered.