Exhibit (a)(1)(E)
WEX INC.
Offer to Purchase for Cash
Shares of its Common Stock for an Aggregate Purchase Price
of Not More Than $750 Million
at a Per Share Purchase Price Not Less Than $148.00 Per Share
Nor Greater Than $170.00 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MARCH 25, 2025,
UNLESS THE OFFER IS EXTENDED OR TERMINATED
(SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”).
February 26, 2025
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated February 26, 2025 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Offer”), by WEX Inc., a Delaware corporation (the “Company,” “WEX,” “we,” “our” or “us”), to purchase for cash shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) at a price not less than $148.00 nor greater than $170.00 per share, upon the terms and subject to the conditions described in the Offer. The description of the Offer in this letter is only a summary and is qualified by all of the terms and conditions of the Offer set forth in the Offer to Purchase and Letter of Transmittal.
Upon the terms and subject to the conditions of the Offer, the Company will determine a single price per share (the “Purchase Price”), which will be not less than $148.00 nor greater than $170.00 per share, that the Company will pay for shares of Common Stock validly tendered in the Offer and not validly withdrawn, taking into account the total number of shares of Common Stock tendered and the prices specified, or deemed specified, by tendering stockholders. The Purchase Price will be the lowest purchase price, not less than $148.00 nor greater than $170.00 per share, that will enable the Company to purchase the maximum number of shares validly tendered in the Offer and not validly withdrawn having an aggregate purchase price not exceeding $750 million (or a lower amount depending on the number of shares of Common Stock validly tendered and not validly withdrawn). All shares of Common Stock acquired in the Offer will be acquired at the Purchase Price, including those shares tendered at a price lower than the Purchase Price. Only shares validly tendered at prices at or below the Purchase Price, and not validly withdrawn, will be eligible for purchase in the Offer. Shares validly tendered at a price that is greater than the Purchase Price will not be purchased. Upon the terms and subject to the conditions of the Offer, if shares having an aggregate purchase price of less than $750 million are validly tendered and not validly withdrawn, the Company will buy all shares validly tendered and not validly withdrawn.
If more than $750 million in value of shares are tendered in the Offer, the Company has reserved the right, in its sole discretion, to accept for purchase at the Purchase Price pursuant to the Offer up to an additional 2% of its outstanding shares without extending the Expiration Time. In addition, the Company has reserved the right, in its sole discretion, to terminate the Offer upon the occurrence of certain conditions more specifically described in Section 7 of the Offer to Purchase, or to amend the Offer in any respect, subject to applicable law.
Because of the proration, “odd lot” priority and conditional tender provisions described in the Offer to Purchase, all of the shares tendered at or below the Purchase Price may not be purchased if more than the number of shares having an aggregate purchase price of $750 million are validly tendered at or below the Purchase Price and not validly withdrawn. Shares not purchased in the Offer will be returned to the tendering stockholders promptly after the Expiration Time.