Exhibit (a)(3)
NOTICE OF GUARANTEED DELIVERY
To Tender Shares of Common Stock
of
Avocent Corporation
Pursuant to the Offer to Purchase
Dated October 15, 2009
of
Globe Acquisition Corporation
a wholly owned subsidiary of
Emerson Electric Co.
To Tender Shares of Common Stock
of
Avocent Corporation
Pursuant to the Offer to Purchase
Dated October 15, 2009
of
Globe Acquisition Corporation
a wholly owned subsidiary of
Emerson Electric Co.
This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if the certificates for shares of common stock, par value $0.001 per share, of Avocent Corporation and any other documents required by the Letter of Transmittal cannot be delivered to the Depositary by Thursday, November 12, 2009 (or if the Offer is extended to a later date, such later date). Such form may be delivered by hand, facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
| By Mail: | By Overnight Courier: | By Hand: | ||
| BNY Mellon Shareowner Services | BNY Mellon Shareowner Services | BNY Mellon Shareowner Services | ||
| PO BOX 3301 | Attn Corporate Action Dept | Attn Corporate Action Dept | ||
| South Hackensack NJ 07606 | 27th Floor | 27th Floor | ||
| 480 Washington Blvd | 480 Washington Blvd | |||
| Jersey City NJ 07310 | Jersey City NJ 07310 |
By Facsimile Transmission:
(For Eligible Institutions Only)
(201) 680 4626
Confirm Facsimile Transmission:
(By Telephone Only)
(201) 680 4860
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.Do not send share certificates with this notice. Share certificates should be sent with your Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to Globe Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Emerson Electric Co., a Missouri corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 15, 2009 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, shares of Common Stock, par value $0.001 per share (the “Shares”), of Avocent Corporation, a Delaware corporation, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
| Certificate Numbers (if available) | SIGN HERE | |
| Signature(s) | ||
| (Name(s)) (Please Print) | ||
| (Addresses) | ||
| If delivery will be by book-entry transfer: | ||
| Name of Tendering Institution | ||
| (Zip Code) | ||
Account Number | ||
| (Area Code and Telephone Number) |
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Inc. Medallion Signature Program (MSP) or any other “Eligible Guarantor Institution” (as such term is defined inRule 17Ad-15 under the Securities Exchange Act of 1934, as amended), guarantees (i) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning ofRule 14e-4 under the Securities Exchange Act of 1934, (ii) that such tender of Shares complies withRule 14e-4 and (iii) to deliver to the Depositary the Shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof) and certificates for the Shares to be tendered or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within three NASDAQ Global Select Market trading days of the date hereof.
| (Name of Firm) |
| (Address) |
| (Zip Code) |
| (Authorized Signature) |
| (Name) |
| (Area Code and Telephone Number) |
Dated: , 20 .
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.