Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK
OF
APOGENT TECHNOLOGIES INC.
PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 23, 2003
This form or a facsimile hereof must be used to accept the Offer if:
(a) certificates for shares of common stock of Apogent Technologies Inc. cannot be delivered to the Depositary prior to the Expiration Date (as defined in Section 1 of Apogent’s Offer to Purchase dated April 23, 2003); or
(b) the procedure for book-entry transfer (set forth in Section 3 of the Offer to Purchase) cannot be completed on a timely basis; or
(c) the Letter of Transmittal (or a facsimile of it) and all other required documents cannot be delivered to the Depositary prior to the Expiration Date.
This form, properly completed and duly executed, may be delivered by hand, mail or facsimile transmission to the Depositary. See Section 3 of the Offer to Purchase.
The Offer, proration period, and withdrawal rights expire at 12:00 midnight, New York City time on Wednesday, May 21, 2003, unless the Offer is extended.
TO: EquiServe Trust Company, N.A.
By Facsimile: (781) 575-4826
Confirm by Telephone: (781) 575-4816
By First Class Mail: | By Overnight Delivery or Express Mail: | By Hand Delivery: | ||
EquiServe Trust Company, N.A. Attn: Corporate Actions P.O. Box 43025 Providence, RI 02940-3025 | EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive Braintree, MA 02184 | Securities Transfer and Reporting c/o EquiServe Trust Company, N.A. 100 William Street, Galleria New York, NY 10038 |
Delivery of this instrument to an address other than as set forth above or transmission of instructions via a facsimile number other than as set forth above does 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 to the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to Apogent at the price per share indicated in this Notice of Guaranteed Delivery, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 23, 2003, and the related Letter of Transmittal (which, as the same may be amended or supplemented from time to time, together constitute the “Offer”), receipt of which are hereby acknowledged, shares of common stock (including associated preferred stock purchase rights) pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
Check Only One Box.
If more than one box is checked or if no box is checked
there is no valid tender of shares.
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
| ¨ | I want to maximize the chance of having Apogent purchase all of the shares I am tendering (subject to the possibility of proration). Accordingly by checking this ONE box INSTEAD OF ONE OF THE PRICE SELECTION BOXES BELOW, I hereby tender my shares at the purchase price resulting from the Dutch Auction tender process. I acknowledge that this action will result in me receiving a price per share that could be as low as $15.00 or as high as $17.50. |
OR
SHARES TENDERED AT PRICE SELECTED BY SHAREHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, I hereby tender shares at the price checked. I acknowledge that this action could result in none of the shares being purchased if the purchase price is less than the price checked. (Shareholders who desire to tender shares at more than one price must complete a separate Notice of Guaranteed Delivery for each price at which shares are tendered.)
¨ $15.00 | ¨ $16.00 | ¨ $17.50 | ||
¨ $15.25 | ¨ $16.25 | ¨ $17.25 | ||
¨ $15.50 | ¨ $16.50 | ¨ $17.50 | ||
¨ $15.75 | ¨ $16.75 | |||
CONDITIONAL TENDER
(See Instruction 9 of the Letter of Transmittal.)
| A. | Do you intend to make a conditional tender of your shares? |
If so, you MUST complete the following:
Minimum number of shares to be sold:
| B. | Are you tendering all of your shares? |
| ¨ | Check here if you ARE tendering all of your shares, including any shares you own directly or in street name. |
| ¨ | Check here if you are NOT tendering all of your shares, including any shares you own directly or in street name. |
(If neither box above is checked, we will assume that you ARE tendering all of your shares.)
2
ODD LOTS
To be completed ONLY if the shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of fewer than 100 shares of common stock. The undersigned either (check only one box):
| ¨ | is the beneficial or record owner of an aggregate of fewer than 100 shares of common stock, all of which are being tendered; or |
| ¨ | is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares of common stock and is tendering all of those shares. |
Odd lot shares cannot be conditionally tendered.
(Please type or print)
Certificate Nos. (if available):
Name(s)
Address(es)
Area Code(s) and Telephone Number(s)
SIGN HERE
Signature(s)
Dated:
If shares will be tendered by book-entry transfer through The Depository Trust Company, fill in the applicable account number:
Account Number: ��
3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned is a firm or other entity that is a member in good standing of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch or agency in the United States and represents that: (a) the above-named person(s) “own(s)” the shares tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (b) such tender of shares complies with Rule 14e-4, and guarantees that the Depositary will receive (i) certificates for the shares tendered hereby in proper form for transfer, or (ii) confirmation that the shares tendered hereby have been delivered pursuant to the procedure for book-entry transfer (set forth in Section 3 of the Offer to Purchase) into the Depositary’s account at The Depository Trust Company, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of it), or an Agent’s Message, and any other documents required by the Letter of Transmittal, all within three NYSE trading days after the date the Depositary receives this Notice of Guaranteed Delivery.
Authorized Signature:
Name: (Please Print)
Title:
Name of Firm:
| Address:
(Including Zip Code)
Area Code and Telephone Number
Date: , 2003
|
DO NOT SEND CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.