Agreement”), among Parent, Purchaser and PFIE, including, that there shall have been validly tendered in the Offer and not validly withdrawn prior to the Offer Expiration Time that number of Shares that, together with any Shares beneficially owned by Purchaser or its “owned affiliates” (as defined in Section 92A.133(4)(f)) of the Nevada Revised Statutes (the “NRS”), will, immediately after giving effect to the acceptance for payment of Shares in the Offer, equal a majority of the voting power of the then issued and outstanding Shares and the other conditions described in the Offer to Purchase. See Section 15 — “Certain Conditions of the Offer” of the Offer to Purchase. The Offer is not subject to a financing condition.
For your information and for forwarding to 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;
2.
The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, which includes an IRS Form W-9 relating to backup federal income tax withholding;
3.
The Notice of Guaranteed Delivery to be used to accept the Offer if Share Certificates are not immediately available or if such certificates and all other required documents cannot be delivered to the Depositary and Paying Agent, or if the procedures for book-entry transfer cannot be completed, on a timely basis;
4.
A form of letter which may be sent 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 Offer;
5.
PFIE’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) will be filed with the U.S. Securities and Exchange Commission (the “SEC”) in due course, which will be mailed to you as promptly as practicable thereafter; and
6.
A return envelope addressed to the Depositary and Paying Agent for your use only.
Your prompt action is requested. We urge you to contact your clients as promptly as possible. Please note that the Offer will expire at one minute after 11:59 P.M., New York City time, on December 31, 2024, unless the Offer is extended or terminated in accordance with the terms of the Merger Agreement. Previously tendered Shares may be withdrawn at any time until the Offer has expired; and, if not previously accepted for payment at any time, after February 1, 2025, pursuant to SEC regulations.
The Offer is being made pursuant to the Merger Agreement. The Merger Agreement provides, among other things, that following consummation of the Offer and provided that no governmental authority of competent jurisdiction shall have announced, enacted, issued, promulgated, entered, enforced or deemed applicable to the Merger (as defined below) any applicable law, or issued or granted any order (whether temporary, preliminary or permanent), that is in effect and that has the effect of making the consummation of the Merger illegal or which has the effect of prohibiting, enjoining, preventing or restraining the consummation of the Merger. Purchaser will merge with and into PFIE (the “Merger” and together with the Offer and the other transactions contemplated by the Merger Agreement, collectively, the “Transactions”), without approval of PFIE’s stockholders, pursuant to Section 92A.133 of the NRS, with PFIE surviving as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. As a result of the Merger, the Shares will cease to be publicly traded.
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share (other than (i) Shares held in the treasury of or otherwise by PFIE, (ii) Shares owned by a wholly owned subsidiary of PFIE, and (iii) Shares owned by Parent or its subsidiaries, including Purchaser) that is outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive an amount in cash equal to the Offer Price, without interest and less any required withholding taxes (the “Merger Consideration”) and each Share shall thereafter represent only the right to receive the Merger Consideration with respect thereto in accordance with the terms of the Merger Agreement.
On October 28, 2024, the board of directors of PFIE (the “PFIE Board”) unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger,