Offer to Purchase for Cash
All Outstanding Common Shares
$25.00 Net Per Common Share
Pursuant to the Offer to Purchase
Dated June 25, 2010
Covidien DE Corp.
a wholly owned subsidiary of
United States Surgical Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M., NEW YORK CITY TIME, ON JULY 27, 2010,
UNLESS THE OFFER IS EXTENDED.
Enclosed for your consideration is an Offer to Purchase, dated June 25, 2010 (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 Covidien DE Corp., a Delaware corporation (the “Purchaser”) and wholly owned subsidiary of United States Surgical
Corporation, a Delaware corporation (“USSC”), to purchase all outstanding common shares, par value $0.01 per share (the
“Shares”), of Somanetics Corporation, a Michigan corporation (“Somanetics”), at a price of $25.00 per share, net to the seller in
cash, for each outstanding Share (such price, or any higher price per share as may be paid pursuant to the Offer, is referred to in
this letter as the “Offer Price”) less any applicable withholding taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase.
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.
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:
To Our Clients:
June 25, 2010
The purchase price offered by the Purchaser is $25.00 per share, net to the seller in cash without interes