QuickLinks -- Click here to rapidly navigate through this document
Exhibit (a)(1)(c)
Notice of Guaranteed Delivery
for
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
CSS Industries, Inc.
at
$9.40 Net Per Share
by
Tom Merger Sub Inc.
a wholly-owned subsidiary of
IG Design Group Americas, Inc.
a wholly-owned subsidiary of
IG Design Group PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN STANDARD TIME, ON FEBRUARY 28, 2020, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.
Do not use for signature guarantees
This form of notice of guaranteed delivery must be used to accept the Offer to Purchase, dated January 31, 2020 (as it may be amended or supplemented from time to time, the "Offer to Purchase") of Tom Merger Sub Inc., a Delaware corporation ("Merger Sub") a wholly-owned subsidiary of IG Design Group Americas, Inc., a Georgia corporation ("Parent"), and an indirect wholly-owned subsidiary of IG Design Group Plc., a public limited company incorporated and registered in England and Wales ("IG Design"), to purchase all shares of common stock of CSS Industries, Inc., a Delaware corporation ("CSS"), par value $0.10 per share (each, a "Share"), that are issued and outstanding, at a price of $9.40 per Share, net to the seller in cash (the "Offer Price"), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") enclosed herewith, if certificates for Shares and all other required documents cannot be delivered to American Stock Transfer & Trust Company, LLC (the "Depositary") prior to the Expiration Time (as defined in Section 1 of the Offer to Purchase), if the procedure for delivery by book-entry transfer cannot be completed prior to the Expiration Time, or if time will not permit all required documents to reach the Depositary prior to the Expiration Time.
Such form may be delivered by hand or transmitted by facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution (as defined below). See Section 3 of the Offer to Purchase.
The Depositary for the Offer Is:
| If delivering by mail: | If delivering by hand, express mail, courier or any other expedited service: | |
American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 | American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 | |
Phone: Toll-free (877) 248-6417 (718) 921-8317 Fax: (718) 234-5001 |
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A 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 and must be mailed (not faxed) to the Depositary in accordance with the instructions contained in the Letter of Transmittal.
The guarantee on page 3 must be completed.
Ladies and Gentlemen:
The undersigned hereby tenders to Tom Merger Sub Inc., a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of IG Design Group Americas, Inc., a Georgia corporation ("Parent"), a wholly-owned subsidiary of IG Design Group Plc., a public limited company incorporated and registered in England and Wales ("IG Design"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 31, 2020 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.10 per share (the "Shares") of CSS Industries, Inc., a Delaware corporation ("CSS"), indicated below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Number of Shares Tendered:
Share Certificate Number(s) (if available):
If Shares will be delivered by book-entry transfer:
Name of Tendering Institution:
DTC Participant Number:
Transaction Code Number:
Date: , 2020
Name(s) of Record Owner(s):
(Please Type or Print)
Address(es):
(Including Zip Code)
Area Code and Telephone Number:
Signature(s):
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Incorporated, including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an "Eligible Institution"), hereby guarantees that either the certificates representing Shares tendered hereby, in proper form for transfer or timely confirmation of a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase)) and any other documents required by the Letter of Transmittal, will be received by the Depositary at one of its addresses set forth above within two(2) New York Stock Exchange trading days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal, Share Certificate(s) and/or any other required documents to the Depositary within the time period shown above. Failure to do so could result in a financial loss to such Eligible Institution.
| Name of Firm: | ||
Address: | (Including Zip Code) | |
Area Code and Telephone Number: | ||
Authorized Signature: | ||
Name: | (Please Type or Print) | |
Title: | ||
Dated: |
NOTE: DO NOT SEND SHARE CERTIFICATE(S) WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE CERTIFICATE(S) ARE TO BE DELIVERED WITH THE LETTER OF TRANSMITTAL.
GUARANTEE (Not to be used for signature guarantee)