Exhibit 99.6
Tm BIOSCIENCE CORPORATION
LETTER OF TRANSMITTAL
FOR REGISTERED HOLDERS OF
Tm BIOSCIENCE CORPORATION COMMON SHARES
Shareholders whose Tm Bioscience Corporation (“Tm”) common shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for instructions and assistance in delivering those Tm common shares.
This Letter of Transmittal is for use by registered holders of common shares of Tm in connection with the proposed special resolution of the shareholders of Tm to authorize the acquisition of Tm by Luminex Corporation (“Luminex”) pursuant to a plan of arrangement between Luminex and Tm (the “Arrangement”), that is being submitted for approval at the special meeting of shareholders of Tm and holders of options to purchase Tm common shares to be held on February 23, 2007 (the “Meeting”). Shareholders are referred to the management information circular (the “Circular”) of Tm that accompanies this Letter of Transmittal.
This Letter of Transmittal, properly completed and signed, together with all other required documents, must accompany all Tm common share certificates deposited for exchange pursuant to the Arrangement and should be delivered in person or by courier or sent by registered mail to CIBC Mellon Trust Company (the “Depositary”) at the address set forth on the back page of this Letter of Transmittal before 5:00 p.m. (Toronto time) on February 28, 2007. If the Meeting is adjourned to a later date, the deadline to submit this Letter of Transmittal will be extended accordingly. Letters of Transmittal and accompanying certificate(s) representing Tm common shares received by the Depositary after February 28, 2007 will also be processed; however, they may not be processed in as timely a manner.
The effective date of the Arrangement is anticipated to be as soon as practicable after the date that the shareholders and the holders of Tm options approve the Arrangement.
On the effective date of the Arrangement, a shareholder (other than a shareholder who dissents in respect of the Arrangement) who has properly completed and delivered this Letter of Transmittal and delivered the required documents will be entitled to receive in exchange for Tm common shares the number of fully paid and non-assessable shares of Luminex common stock, rounded down to the nearest whole number, equal to the product of 0.060 and the number of Tm common shares. Fractional shares or shares of Luminex common stock will not be issued. Cash in lieu of fractional shares will be paid in United States dollars to shareholders who receive shares of Luminex common stock.
You must include your Tm common share certificates and any other required documentation with this Letter of Transmittal to make a valid election.
Please carefully read the Circular and the instructions set out below before completing this Letter of Transmittal.
Shareholders who do not forward to the Depositary a properly completed and signed Letter of Transmittal and certificates representing their Tm common shares and all other required documents will not receive the share certificates to which they are otherwise entitled.
TO: Tm BIOSCIENCE CORPORATION
AND TO: CIBC MELLON TRUST COMPANY, as its address set out below.
The undersigned hereby deposits with you, for exchange for 0.060 shares of Luminex common stock for each Tm common share submitted for exchange upon the Arrangement becoming effective, the enclosed certificate(s) for Tm common shares, details of which are as follows:
Certificate Number(s) | Name(s) and Address(es) of Registered Holder(s) | Number of Tm Common Shares Deposited |
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Total Number of Tm Common Shares Deposited | |
Note if space is insufficient, please attach a separate schedule to this Letter of Transmittal.
No fractional shares of Luminex common stock will be delivered in exchange for Tm common shares pursuant to the Arrangement. Cash in lieu of fractional shares will be paid in United States dollars to shareholders who receive shares of Luminex common stock.
GENERAL
It is understood that upon receipt and deposit of, (i) this Letter of Transmittal, properly completed and signed; (ii) Tm common share certificate(s), and (iii) any other required documentation, following the effective date of the Arrangement, certificate(s) for shares of Luminex common stock to which the undersigned is entitled under the Arrangement will be sent by the Depositary to the address shown in Box A below or, if Box B below is completed, to the address shown in Box B or, if Box C below is completed, will be held for pick up. In each case, the share certificates will be in the name shown in Box A below.
The undersigned covenants, represents and warrants that: (i) the undersigned is the owner of the Tm common shares being deposited, (ii) such shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims, (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and all information inserted into this Letter of Transmittal by the undersigned is accurate, and (iv) unless the undersigned shall have revoked this Letter of Transmittal by notice in writing given to the Depositary not later than 5:00 p.m. (Toronto time) on the last business day preceding the effective date of the Arrangement, the undersigned will not, prior to such time, transfer or permit to be transferred any of the Tm common shares represented by the share certificates enclosed with this Letter of Transmittal. The covenants, representations and warranties of the undersigned herein contained survive the completion of the Arrangement.
The undersigned revokes any and all authority, other than as granted in this Letter of Transmittal or a proxy granted for use at the Meeting to be held to consider the Arrangement, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Tm common shares being deposited. No subsequent authority, other than a proxy granted for use at the Meeting, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the deposited Tm common shares. Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal survives the death or incapacity of the undersigned and any obligation of the undersigned hereunder is binding upon the heirs, legal representatives, and assigns of the undersigned.
The undersigned instructs the Depositary to mail the certificate(s) representing shares of Luminex common stock as soon as practicable after the effective date of the Arrangement, by first class insured mail, postage prepaid, in accordance with the instructions given in Box A or Box B below, or to hold such certificates for pick up in accordance with the instructions given in Box C below. If the Arrangement is not completed, the deposited Tm common shares and all other ancillary documents will be returned by first class insured mail, postage prepaid, to the undersigned at the address of the undersigned shown in the register of Tm common shares or, if Box C below has been completed, will be held for pick up by the undersigned. The undersigned recognizes that Tm has no obligation pursuant to the instructions given below to transfer any of the undersigned’s Tm common shares if the Arrangement is not completed.
By reason of the use by the undersigned of this Letter of Transmittal, the undersigned is deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’usage des présentes lettre d’envoi par le soussigné, ce dernier est réputé avoir demandé que tout contrat attesté par l’Arrangement, qui est accepté au moyen des présentes lettre d’envoi, de mème que tous les documents qui s’y rapportent, soient rédigés exclusivement en anglais.
Please carefully review the instructions before completing the following information:
INSTRUCTIONS:
1. Use of Letter of Transmittal
| | (a) | This Letter of Transmittal (or manually signed facsimile thereof) together with the accompanying certificate(s) representing Tm common shares should be received by the Depositary at the address specified below before 5:00 p.m. (Toronto time) on February 28, 2007. Letters of Transmittal and accompanying certificate(s) representing Tm common shares received by the Depositary after February 28, 2007 will also be processed; however, they may not be processed in as timely a manner. |
| | (b) | The method used to deliver this Letter of Transmittal and the accompanying certificate(s) representing Tm common shares is at the option and risk of the shareholder, and delivery will be deemed to be effective only when such documents are actually received. Tm recommends that the necessary documentation be hand delivered to the Depositary at the address specified below and a receipt obtained; otherwise the use of registered, insured mail, with return receipt requested, is recommended. A pre-addressed security return envelope is enclosed for your convenience. |
2. Signatures
| | (a) | This Letter of Transmittal must be filled in, dated and signed by the holder of the Tm common shares or by such holder’s duly authorized representative in accordance with Instruction 4. |
| | (b) | If this Letter of Transmittal is signed by the registered owner(s) of the accompanying share certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such share certificate(s) without any change whatsoever, and the share certificate(s) need not be endorsed for transfer. If such transmitted certificate(s) is owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. |
| | (c) | If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying share certificate(s), or if certificate(s) representing shares of Luminex common stock are to be issued to a person other than the registered owner(s) of the accompanying share certificates: |
(i) such accompanying share certificate(s) must be endorsed or be accompanied by appropriate share transfer power(s) of attorney properly completed by the registered owner(s); and
(ii) the signature(s) on such endorsement or power(s) of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the accompanying share certificate(s) and must be guaranteed as noted in Instruction 3.
3. Guarantee of Signature
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Tm common shares, or if the Arrangement is not approved by Tm shareholders and optionholders and the Tm common shares are to be returned to a
person other than such registered owner(s) or sent to an address other than the address of the registered owner(s) as shown on the register of Tm common shares or if certificate(s) representing shares of Luminex common stock are to be issued to a person other than the registered owner(s), such signature must be guaranteed by a Canadian chartered bank, a major trust company in Canada or a member firm of a recognized Medallion Program (STAMP, SEMP or MSP), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of a Canadian chartered bank, a major trust company in Canada or a member firm of a recognized Medallion Program (STAMP, SEMP or MSP)).
4. Fiduciaries, Representatives and Authorizations
Where this Letter of Transmittal is executed by a person as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of authority to act. Either of Tm or the Depositary in their sole discretion, may require additional evidence of authority or additional documentation.
5. Delivery Instructions
The box entitled “B - Special Delivery Instructions” should be completed only if the address to which the share certificate(s) and the cheque (if any) are to be mailed is different from that provided in Box A. If neither Box B nor Box C is completed, any new share certificate(s) issued in exchange for Tm common shares and the cheque (if any) will be mailed to the depositing shareholder at the address indicated in Box A in this Letter of Transmittal. If Box C is not completed and no address is provided in this Letter of Transmittal, then any new share certificates and the cheque (if any) will be mailed to the address of the shareholder as it appears on the register of Tm common shares as of the close of business on the day preceding the effective date of the Arrangement.
6. Fractional Shares
Fractional shares of Luminex common stock will not be issued. Cash in lieu of fractional shares will be paid in United States dollars to shareholders who receive shares of Luminex common stock. Please refer to the Circular for further information.
7. Miscellaneous
| | (a) | If Tm common shares are registered in different forms (e.g., “John Doe” and “J. Doe”), a separate Letter of Transmittal must be completed and signed for each different registration. |
| | (b) | The undersigned must complete the information in the box on page 5 under the heading “Information Regarding Residence of Shareholders”, indicating whether the undersigned is a resident or non-resident of Canada. |
| | (c) | No alternative, conditional or contingent deposits will be accepted and no fractional shares of Luminex common stock will be issued. |
| | (d) | Additional copies of this Letter of Transmittal may be obtained from the Depositary at the address specified below. |
| | (e) | It is strongly recommended that prior to completing this Letter of Transmittal, the undersigned read the accompanying Circular. |
| | (f) | Tm and Luminex reserve the right, if they so elect in their absolute discretion, to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it. |
8. Lost Certificates
If a share certificate has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary will respond with the replacement requirements which must be properly completed and submitted in good order to the Depositary on or prior to February 28, 2007.
9. Form W-9 - U.S. Shareholders
In order to avoid “backup withholding” of United States income tax on payments made on the Tm common shares or with respect to share of Luminex common stock, a shareholder who is a U.S. person for United States federal income tax purposes must generally provide the shareholder’s correct taxpayer identification number (“TIN”) on attached Form W-9
and certify, under penalties of perjury, that such number is correct and that the shareholder is not subject to backup withholding. If the correct TIN is not provided or if any other information is not correctly provided, a penalty of up to $500 may be imposed on the shareholder by the Internal Revenue Service and payments made on the Tm common shares or with respect to the shares of Luminex common stock may he subject to backup withholding of 28%. See the instructions to the Form W-9.
Backup withholding is not an additional United States income tax. Rather, the United States income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service.
Exempt holders (including, among others, corporations, certain “not-for-profit” organizations and certain non-U.S. persons) are not subject to backup withholding. A shareholder should consult its tax adviser as to the shareholder’s qualification for an exemption from backup withholding and the procedure for obtaining such exemption. To prevent possible erroneous backup withholding, an exempt holder is encouraged to enter its correct TIN in Part I of Form W-9, write “Exempt” in Part 2 of such form, and sign and date the form. If the holder is not a U.S. person for United States federal income tax purposes, such holder will instead need to submit Form W-8BEN, as discussed below in item 10.
The TIN for an individual U.S. citizen or U.S. resident is the individual’s social security number. See the instructions to the Form W-9 if the shareholder does not have a TIN.
10. Form W-8BEN - Non-U.S. Shareholders
Shareholders who are beneficial owners of Tm common shares who are not U.S. persons for United States federal income tax purposes will instead need to submit an appropriate and properly completed Form W-8, Certificate of Foreign Status, signed under penalty of perjury to avoid U.S. federal backup withholding tax. Non-U.S. Shareholders should consult their own tax advisers as to their qualification for an exemption from backup withholding and the procedure for obtaining such exemption. See Instructions to Form W-8BEN and the copy of Form W-8BEN attached hereto. Other Form W-8s (e.g., W-8EXP, W-8ECI) may be obtained from the Depositary, or at http;//www.irs.gov.
11. Assistance
The Depositary (see below for address and telephone number) or your broker or other financial adviser will be able to assist you in completing this Letter of Transmittal.
| CIBC MELLON TRUST COMPANY | |
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Delivery By Mail | Delivery By Registered Mail, Hand or By Courier |
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| P.O. Box 1036 | 199 Bay Street |
| Adelaide Street Postal Station | Commerce Court West |
| Toronto, Ontario | Securities Level |
| M5C 2K4 | Toronto, Ontario |
| | M5L 1G9 |
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| | Telephone: (416) 643-5500 |
| | Toll Free Telephone: 1-800-387-0825 |
| | E-mail: inquiries@cibcmellon.com |
Any questions and requests for assistance may be directed by shareholders to the Depositary at the telephone number and location set out above.
