Exhibit (a)(1)(G)
LETTER OF INSTRUCTION
Mail or deliver this Letter of Instruction, or a facsimile, to:
If delivering by hand, express mail, courier, or other expedited service:
American Stock Transfer & Trust Co., LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 | By mail:
American Stock Transfer & Trust Co., LLC Operations Center Attn: Reorganization Department P.O. BOX 2042 New York, NY 10272-2042 |
For assistance call (877) 248-6417 or (718) 921-8317
Name(s) and Address of Plan Participant(s) If there is any error in the name or address shown below, please make the necessary corrections |
LETTER OF INSTRUCTION
AND
NOTICE TO PARTICIPANTS IN THE
DUNKIN’ BRANDS, INC. 401(K) RETIREMENT PLAN
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
DUNKIN’ BRANDS GROUP, INC.
at
$106.50 Per Share
by
VALE MERGER SUB, INC.
a wholly-owned indirect subsidiary of
INSPIRE BRANDS, INC.
IMMEDIATE ATTENTION REQUIRED
November [_], 2020
Re: Tender Offer for Shares of Dunkin’ Brands Group, Inc.
Dear Plan Participant:
On November 16, 2020, Vale Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly-owned indirect subsidiary of Inspire Brands, Inc. (“Parent”), a Delaware corporation, commenced an offer to purchase (the “Offer to Purchase”), subject to certain conditions, including the satisfaction of the Minimum Tender Condition (as defined in the Offer to Purchase), any and all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Dunkin’ Brands Group, Inc., a Delaware corporation (“Dunkin’ Brands” or the “Company”), at a price of $106.50 per Share, without interest (the “Offer Price”), net to the seller in cash, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase.
You are receiving this notice (the “Notice”) because our records reflect that, as a participant in the Dunkin’ Brands, Inc. 401(k) Retirement Plan (the “Plan”), you have the right to instruct Charles Schwab Bank, the Trustee of the Plan (the “Trustee”), whether or not to tender any Shares held through the Plan’s company stock fund (the “Stock Fund”) and allocated to your Plan account (“401(k) Plan Shares”). Enclosed for your consideration are the Offer to Purchase, dated November 16, 2020 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Instruction (which is comprised of this Notice and the attached Letter of Instruction, and together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”). Also enclosed is the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Solicitation/Recommendation Statement”).
As described below, you have the right to instruct American Stock Transfer & Trust Company, LLC, the tabulator for the tender offer in respect of Shares beneficially held in the Plan (the “Tabulator”) whether or not to tender your 401(k) Plan Shares by completing and signing the Letter of Instruction. The Tabulator will then consolidate the information from all Plan participants and provide it to the Trustee. If you direct the Trustee to tender your 401(k) Plan Shares into the Offer, you will not have to pay brokerage fees or similar expenses.
To understand the Offer fully and for a more complete description of the terms and conditions of the Offer, you should carefully read the following materials about the Offer that are enclosed with this letter:
1. Offer to Purchase; |
2. Solicitation/Recommendation Statement; and |
3. Letter of Instruction (attached to the end of this Notice), with a reply envelope. |
IMPORTANT TIMING INFORMATION: If valid instructions to tender 401(k) Plan Shares are not received by 5 P.M., Eastern Time, on December 9, 2020, the 401(k) Plan Shares allocated to your Plan account will not be tendered, unless Purchaser extends the Offer, in which case your instructions must be received by 5 P.M., Eastern Time, on the date that is three (3) business days before the new expiration date. You may request the Trustee to withdraw any tender instruction you have previously submitted, as long as you do so prior to 5 P.M., Eastern Time, on December 9, 2020 by delivering a withdrawal notice to the address provided in the attached Letter of Instruction. If the Tender Offer is extended, then you must ensure that the Trustee receives any withdrawal notice or election forms that you send by 5 P.M., Eastern Time, on the date that is three (3) business days before the new expiration date. FACSIMILE TRANSMITTALS OF THE LETTER OF INSTRUCTION WILL NOT BE ACCEPTED.
The remainder of this letter summarizes the transaction and the procedures for delivering to the Tabulator your Letter of Instruction. You should also review the more detailed explanation of the Offer provided in the Offer to Purchase.
BACKGROUND
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 30, 2020 (as it may be amended from time to time, the “Merger Agreement”), among Dunkin’ Brands, Parent and Purchaser. The Merger Agreement provides, among other things, that, as soon as practicable following the consummation of the Offer, Purchaser will be merged with and into Dunkin’ Brands (the “Merger”) without a vote of the stockholders of Dunkin’ Brands to adopt the Merger Agreement and consummate the Merger in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (as amended, the “DGCL”), with Dunkin’ Brands continuing as the surviving corporation (the “surviving corporation”) in the Merger and thereby becoming a wholly-owned indirect subsidiary of Parent. As a result of the Merger, at the effective time of the Merger each Share (including each 401(k) Plan Share) issued and outstanding immediately prior to the effective time of the Merger (the “effective time”) (other than Shares (i) irrevocably accepted for purchase by Purchaser in the Offer, (ii) held in treasury by Dunkin’ Brands or owned by any direct or indirect wholly-owned subsidiary of Dunkin’ Brands, (iii) owned by Parent or Purchaser or any direct or indirect wholly-owned subsidiary of Parent or (iv) for which appraisal rights have been properly demanded in accordance with the DGCL) will be cancelled and automatically converted into the right to receive the Offer Price in cash (without interest and less any applicable withholding taxes) upon the terms and subject to the conditions set forth in the Offer to Purchase, which we refer to as the “Merger Consideration.”
The Offer applies to all outstanding Shares, including the 401(k) Plan Shares.
Your alternatives with respect to the Offer are as follows:
• You may elect to have some or all of your 401(k) Plan Shares tendered into the Offer by completing and timely submitting the Letter of Instruction; and |
• You may elect to not have your 401(k) Plan Shares tendered into the Offer by completing and timely submitting the Letter of Instruction or by not delivering a Letter of Instruction by the deadline specified in this Notice. |
As a participant under the Plan, you have the right to direct that the Tabulator deliver to the Trustee your instructions to tender some or all of your 401(k) Plan Shares. You also have the right to direct that the Tabulator deliver to the Trustee your instructions not to tender any of your 401(k) Plan Shares. The Trustee will tender your 401(k) Plan Shares solely in accordance with participant instructions. If you do not properly complete and return the Letter of Instruction by the deadline specified, subject to any extensions of the Offer, your 401(k) Plan Shares will not be tendered.
None of the Tabulator, the Trustee, Parent, nor Purchaser makes any recommendation regarding the Offer. EACH PARTICIPANT MUST DECIDE WHETHER OR NOT TO TENDER THEIR OWN 401(K) PLAN SHARES. The board of directors of Dunkin’ Brands (the “Dunkin’ Brands Board”) has 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 Dunkin’ Brands and its stockholders; (ii) declared it advisable to enter into the Merger Agreement; (iii) authorized and approved the execution, delivery and performance by Dunkin’ Brands of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement (including the Offer and the Merger); and (iv) resolved, subject to the terms of the Merger Agreement, to recommend that the stockholders of Dunkin’ Brands accept the Offer and tender their Shares to Purchaser pursuant to the Offer.
PROCEDURE FOR DIRECTING TRUSTEE
Enclosed is a Letter of Instruction which may be completed and returned to the Tabulator, who will consolidate the information to provide to the Trustee your instructions as to whether or not to tender the 401(k) Plan Shares. For purposes of determining the number of 401(k) Plan Shares to be tendered in the Offer, the Tabulator will apply your instructions to the number of 401(k) Plan Shares as of the expiration date of the Offer, as such expiration date may be extended. The Stock Fund is what is known as a “unitized” stock fund. A unitized stock fund consists primarily of shares of common stock plus an amount of cash (or cash equivalents) intended to provide for liquidity within the Stock Fund. Given that a portion of your Plan is invested in the Stock Fund, your Plan is credited with units that represent your interest in the Stock Fund, and not in actual shares of common stock. The number of 401(k) Plan Shares credited to your account is listed on the cover page of this Letter of Instruction.
Your account under the Stock Fund is comprised of a certain number of Shares and a small amount of cash or cash equivalents. The Tabulator, together with the Trustee, will determine the actual number of Shares to tender based on instructions received from Plan participants by calculating the number of Shares allocable to the Stock Fund account held by Plan participants as of 5 P.M., Eastern Time, on December 9, 2020, for which instructions to tender or not to tender have been received.
To properly complete your Letter of Instruction, you must do the following:
(1) On the face of the Letter of Instruction, check Box 1, 2, or 3. CHECK ONLY ONE BOX:
| • | CHECK BOX 1 if you want ALL of your 401(k) Plan Shares tendered (or offered) for sale in accordance with the terms of the Offer. |
| • | CHECK BOX 2 if you want A PORTION of your 401(k) Plan Shares to be tendered. Specify the percentage (in whole numbers) of 401(k) Plan Shares that you want to be tendered for sale in accordance with the terms of this Offer. If this amount is less than 100%, you will be deemed to have instructed the Trustee NOT to tender the balance of your 401(k) Plan Shares. |
| • | CHECK BOX 3 if you want NONE of your 401(k) Plan Shares tendered (or offered) for sale in accordance with the terms of the Offer. |
(2) Date and sign the Letter of Instruction in the space provided.
(3) Return the Letter of Instruction in the enclosed return envelope so that it is RECEIVED by the Tabulator at the address on the return envelope to 6201 15th Avenue, Brooklyn, New York 11219 not later than 5 P.M., Eastern Time, on December 9, 2020, unless the Offer is extended. If the Offer is extended, the deadline for receipt of your Letter of Instruction will be 5 P.M., Eastern Time, on the date that is three (3) business days before the new expiration date.
Your instructions will be deemed irrevocable unless withdrawn by 5 P.M., Eastern Time, on December 9, 2020. As described in the Offer to Purchase, Purchaser has the right to extend the Offer for certain periods. If the Offer is extended, the deadline for receipt of your notice of withdrawal will be 5 P.M., Eastern Time, on the date that is three (3) business days before the new expiration date. Any extensions of the expiration date for the Offer will be publicly announced by Purchaser. In the event of an announced extension, you may call Innisfree M&A Incorporated (the “Information Agent”) at (877) 717-3929 to obtain information on any new Plan participant instructions deadline.
In order to make an effective withdrawal of your instructions, you must submit a new Letter of Instruction, which may be obtained by calling the Information Agent at (877) 717-3929. Upon receipt of a new, completed, signed and dated Letter of Instruction, your previous instructions will be deemed cancelled. Please note that the last properly completed Letter of Instruction timely received from a participant will be followed.
After the deadline for providing instructions to the Tabulator, the Tabulator will consolidate the information and provide such information to the Trustee, who will then tender the appropriate number of 401(k) Plan Shares on behalf of the Plan. Subject to the satisfaction of the conditions described in the Offer to Purchase, the Purchaser will buy all outstanding Shares that are properly tendered through the Offer. Any Shares attributable to your account that are not purchased in the Offer will remain allocated to your individual account under the Plan.
INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT RECEIVE ANY PORTION OF THE OFFER PROCEEDS DIRECTLY. ALL PROCEEDS WILL BE CREDITED TO PARTICIPANTS’ ACCOUNTS AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.
EFFECT OF TENDER OFFER ON YOUR ACCOUNT
In connection with the Offer, all transactions, including directing or diversifying investments in the Stock Fund, liquidating Shares held in the Stock Fund to obtain a loan or distribution from the Plan, or obtaining a distribution in the form of Shares, will be temporarily unavailable to you for a period of time in order for the Trustee to have sufficient time to process participants’ instructions. This period, during which you will be unable to exercise these rights otherwise available under the Plan, is called a “blackout period.” You will receive additional information about the blackout period in a separate communication.
Beginning on commencement of the blackout period and following the completion of the Offer and Merger, no new contributions to the Plan may be invested in the Stock Fund. If you do elect to tender 401(k) Plan Shares and such Shares are accepted pursuant to the terms of the Offer to Purchase, any proceeds received in respect of such 401(k) Plan Shares will be invested in the applicable T. Rowe Price Target Date Fund, based on your current age, and will remain in the Plan; provided, however, you may elect to redirect the proceeds received to any of the other available investments under the Plan at any time once the proceeds have been allocated to your account under the Plan.
IF THE OFFER IS COMPLETED
If the Offer is completed, as soon as practicable thereafter, Purchaser will be merged with and into Dunkin’ Brands, with Dunkin’ Brands continuing as the surviving corporation in the Merger and thereby becoming a wholly-owned indirect subsidiary of Parent. As a result of the Merger, at the effective time of the Merger each Share (including each 401(k) Plan Share) issued and outstanding immediately prior to the effective time of the Merger (other than Shares (i) irrevocably accepted for purchase by Purchaser in the Offer, (ii) held in treasury by Dunkin’ Brands or owned by any direct or indirect wholly-owned subsidiary of Dunkin’ Brands, (iii) owned by Parent or Purchaser or any direct or indirect wholly-owned subsidiary of Parent or (iv) for which appraisal rights have been properly demanded in accordance with the DGCL) will be cancelled and automatically converted into the right to receive the Offer Price in cash (without interest and less any applicable withholding taxes) upon the terms and subject to the conditions set forth in the Offer to Purchase.
Any proceeds received in respect of such 401(k) Plan Shares will be invested in the applicable T. Rowe Price Target Date Fund, based on your current age, and will remain in the Plan; provided, however, you may elect to redirect the proceeds received to any of the other available investments under the Plan at any time once the proceeds have been allocated to your account under the Plan. The cash proceeds received by the Plan and allocated to your Plan account in the Offer and/or Merger will not be subject to taxation at the time allocated as they will not be distributed by the Plan to you, but will remain in your Plan account subject to Plan rules on withdrawal and distribution.
SHARES OUTSIDE THE PLAN
If you hold Shares directly, you will receive, under separate cover, tender offer materials which can be used to tender such Shares. Those tender offer materials may not be used to direct the Trustee to tender or not tender the 401(k) Plan Shares. The instructions to tender or not tender 401(k) Plan Shares may only be made in accordance with the procedures in this letter on the Letter of Instruction. Similarly, the enclosed Letter of Instruction may not be used to tender non-401(k) Plan Shares.
FURTHER INFORMATION
If you require additional information concerning the procedure to tender 401(k) Plan Shares, or if you require additional information concerning the terms and conditions of the Offer, please call the Information Agent at (877) 717-3929.
LETTER OF INSTRUCTION
DUNKIN’ BRANDS GROUP, INC.
BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ
THE ACCOMPANYING INFORMATION
In response to the offer by Vale Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly-owned indirect subsidiary of Inspire Brands, Inc. (“Parent”), a Delaware corporation, announced on November 16, 2020, to purchase (the “Offer”) for cash all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Dunkin’ Brands Group, Inc., a Delaware corporation (the “Company”), at a price of $106.50 per Share, without interest (the “Offer Price”), net to the seller in cash, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”), dated November 16, 2020, I hereby instruct Charles Schwab Bank (the “Trustee”), as directed trustee of the Dunkin’ Brands, Inc. 401(k) Retirement Plan (the “Plan”), to tender or not to tender the Shares allocated to my account under the Plan (“401(k) Plan Shares”) in response to the Offer as follows (PLEASE CHECK ONE BOX AND COMPLETE THE REMAINDER OF THE FORM—If more than one box is checked below your election may be disregarded):
| 1. ☐ | YES. I DIRECT THE TRUSTEE TO TENDER ALL OF MY 401(K) PLAN SHARES IN RESPONSE TO THE OFFER. | |
| 2. ☐ | YES. I DIRECT THE TRUSTEE TO TENDER A PORTION __% (1%- 99%, WHOLE PERCENTAGE ONLY) OF MY 401(K) PLAN SHARES IN RESPONSE TO THE OFFER. If you fail to insert a (whole) percentage, your election will be treated as an election NOT to tender any of your 401(k) Plan Shares. | |
| 3. ☐ | NO. I DIRECT THE TRUSTEE TO TENDER NONE OF MY 401(K) PLAN SHARES IN RESPONSE TO THE OFFER. | |
If you have previously made an election and wish to withdraw or otherwise change your election, please check the box below:
4. ☐ I hereby instruct the Trustee to disregard all prior Letters of Instruction (including, if applicable, to withdraw from the Offer, those 401(k) Plan Shares that I previously instructed the Trustee to tender on my behalf). Check this box if you wish to revoke prior Letters of Instruction and, if you want to make a new election, check one of the boxes above as well.
Regardless of the manner in which they are submitted, Letters of Instruction that are not timely received, and those received without a box checked above or with more than one box checked (other than in combination with box 4) or unsigned will not be tendered.
You may submit your written instructions by mailing this completed form promptly in the enclosed envelope.
By Mail and Overnight Courier:
American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219
YOUR INSTRUCTIONS, HOWEVER SUBMITTED, MUST BE RECEIVED NO LATER THAN 5 P.M., EASTERN TIME, ON DECEMBER 9, 2020 (OR, IF THE OFFER IS EXTENDED, BY 5 P.M., EASTERN TIME, ON THE DATE THAT IS THREE (3) BUSINESS DAYS BEFORE THE NEW EXPIRATION DATE). IF YOUR INSTRUCTIONS ARE NOT RECEIVED BY THIS DEADLINE, YOUR 401(K) PLAN SHARES WILL NOT BE TENDERED.
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