Please note carefully the following:
1.
The Offer Price is $2.55 per Share, net to the seller, in cash, without interest, and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer.
2.
The Offer is being made for all issued and outstanding Shares.
3.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 28, 2024 (together with any amendments or supplements thereto, the “Merger Agreement”), among Parent, Purchaser and PFIE, pursuant to which, after the completion 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”), without approval of PFIE’s stockholders, pursuant to Section 92A.133 of the Nevada Revised Statutes (the “NRS”), with PFIE surviving as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.
4.
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, are fair to and in the best interests of PFIE and its stockholders, (ii) declared it advisable to enter into the Merger Agreement and approved the execution, delivery and performance of the Merger Agreement, (iii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, (iv) resolved to recommend that the stockholders of PFIE accept the Offer and tender their Shares to Purchaser pursuant to the Offer and (v) resolved that the Merger shall be governed by and effected pursuant to Section 92A.133 of the NRS and Section 252 of the General Corporation Law of the State of Delaware and that the Merger shall be consummated as soon as practicable following the Offer Expiration Time. As a result of the Merger, the Shares will cease to be publicly traded.
5.
The Offer and withdrawal rights will expire at one minute after 11:59 P.M., New York City time, on December 31, 2024, unless the Offer is extended by Purchaser in accordance with 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 (as defined in the Offer to Purchase) regulations.
6.
The Offer is subject to the satisfaction of the Minimum Tender Condition (as defined in the Offer to Purchase) 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.
7.
Any transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, after giving effect to the Transactions, except as otherwise provided in the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, 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, then all such Shares will be tendered unless otherwise specified on the Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.
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 acceptance thereof would not be in compliance with the securities, “blue sky” or other laws or regulations of such jurisdiction. However, Purchaser may, in its discretion, take such action as it may deems necessary to make the Offer to holders of Shares in such jurisdiction. The Offer is being made to all holders of Shares. We are not aware of any jurisdiction in which