NOTICE OF GUARANTEED DELIVERY
For Tender of Shares of Common Stock
(Including the Associated Rights)
of
MERRIMAC INDUSTRIES, INC.
at
$16.00 Net Per Share
Pursuant to the Offer to Purchase dated January 5, 2010
by
CRANE MERGER CO.
a direct, wholly-owned subsidiary of
CRANE CO.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 2, 2010, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (defined below) if (i) certificates representing shares of Common Stock, par value $.01 per share (the “Shares”), of Merrimac Industries, Inc., a Delaware corporation (“Merrimac”), are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach Mellon Investor Services LLC (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery 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:
MELLON INVESTOR SERVICES LLC
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If delivering by mail: | | By Overnight Courier: | | If delivering by hand or courier: |
BNY Mellon Shareowner Services | | BNY Mellon Shareowner Services | | BNY Mellon Shareowner Services |
Mellon Investor Services LLC | | Mellon Investor Services LLC | | Mellon Investor Services LLC |
Attn: Corporate Action Dept. | | Attn: Corporate Action Dept. | | Attn: Corporate Action Dept. |
P.O. Box 3301 | | 27th Floor | | 27th Floor |
South Hackensack, NJ 07606 | | 480 Washington Blvd. | | 480 Washington Blvd. |
| | Jersey City, NJ 07310 | | Jersey City, NJ 07310 |
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| | By Facsimile Transmission: | | |
| | (For Eligible Institutions Only) (201) 680-4626 | | |
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To Confirm Facsimile Transmissions: |
| | (201) 680-4860 | | |
| | (For Confirmation Only) | | |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM 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 APPROPRIATE LETTER OF TRANSMITTAL.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.
Ladies and Gentlemen:
The undersigned hereby tenders to Crane Merger Co., a Delaware corporation (the “Purchaser”) and a direct, wholly-owned subsidiary of Crane Co., a Delaware corporation (“Crane”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 5, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal (such offer, the “Offer”), receipt of which is hereby acknowledged, the number of shares of Common Stock, par value $.01 per share (the “Shares”), of Merrimac Industries, Inc., a Delaware corporation (“Merrimac”), specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
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Certificate No(s) (if available): | |
o Check this box if Shares will be delivered by book-entry transfer.
Signature(s) of Holder(s)
Dated:
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Name(s) of Record Holder(s): | |
(Please Type or Print))
(Include Zip Code)
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Daytime Area Code and Telephone No.: | |
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution (defined in Section 3 of the Offer to Purchase), hereby (i) represents that the tender of Shares effected hereby complies withRule 14e-4 under the Securities Exchange Act of 1934, as amended, and (ii) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (defined in Section 2 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message (defined in Section 2 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within three NYSE AMEX trading days after the date hereof.
(Include Zip Code)
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Area Code and Telephone No.: | |
Authorized Signature
(Please Type or Print)
Dated:
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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