Exhibit (a)(3)
Notice of Guaranteed Delivery
for Tender of Shares of Common Stock
of
International Electronics, Inc.
at
$6.65 Net Per Share
by
Acquisition Sub 2007-2, Inc.,
a wholly-owned subsidiary of
Linear LLC
(Not to be used for Signature Guarantees)
This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates representing shares of common stock, par value $0.01 per share (the “Shares”), of International Electronics, Inc., a Massachusetts corporation, are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach The Bank of New York (the “Depositary”) before the Expiration Date (as defined in the Offer to Purchase). This form may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a Guarantee by an Eligible Institution (as defined in the Offer to Purchase). See “The Tender Offer — Section 2 — Procedures for Tendering Shares” of the Offer to Purchase.
The Depositary for the Offer is:
The Bank of New York
By Mail: |
| If Delivering by Hand: |
| By Overnight Courier:. |
The Bank of New York |
| The Bank of New York |
| The Bank of New York |
International Electronics, Inc. |
| Reorganization Services |
| International Electronics, Inc. |
P.O. Box 859208 |
| 101 Barclay Street |
| 161 Bay State Drive |
Braintree, MA 02185-9208 |
| Receive and Deliver Window |
| Braintree, MA 02184 |
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| New York, NY 10286 |
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| By Facsimile Transmission: |
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| (for Eligible Institutions Only) |
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| (781) 930-4939 |
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| Confirm Receipt of Facsimile by |
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| Telephone Only: |
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| (781) 930-4900 |
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN THE FACSIMILE NUMBER SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OR GUARANTEED DELIVERY TO THE DEPOSITARY 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.
THE GUARANTEE INCLUDED HEREIN MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned represents that the undersigned owns and hereby tenders to Acquisition Sub 2007-2, Inc., a Massachusetts corporation (the “Purchaser”) and a wholly-owned subsidiary of Linear LLC, a California limited liability company, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 25, 2007 (the “Offer to Purchase”), and in 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 set forth below, all pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase.
Name(s) of Record Holder(s): |
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Number of Shares Tendered: |
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Certificate Number(s) (if available): |
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Address(es): |
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(Zip Code) | |
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o Check if securities will be tendered by book-entry transfer | |
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Name of Tendering Institution: |
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Area Code and Telephone No.(s): |
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Signature(s): |
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DTC Account No.: |
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Dated: |
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a financial institution that is a participant in the Security Transfer Agent Medallion Program, or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Depositary either the certificates representing the Shares tendered hereby, in proper form for transfer, or to deliver Shares pursuant to the procedure for book-entry transfer into the Depositary’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”), in any such case together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees or an Agent’s Message (as defined in the Offer to Purchase), and any other documents required by the Letter of Transmittal, all within three NASDAQ Global Select Market trading days after the date hereof.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the properly completed and duly executed Letter of Transmittal or an Agent’s Message 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.
Name of Firm: |
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Address: |
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Area Code and Tel. No. |
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(Authorized Signature) | |
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Name: |
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(Please type or print) | |
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Title: |
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Dated: |
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NOTE: | DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL. |