Monster Beverage SC TOI Issuer tender offer statement | MNST 8 May 24

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL TO TENDER SHARES OF

MONSTER BEVERAGE CORPORATION

IN CONNECTION WITH ITS OFFER TO PURCHASE FOR CASH
SHARES OF ITS COMMON STOCK FOR AN AGGREGATE PURCHASE PRICE
OF UP TO $3.0 BILLION
AT A PURCHASE PRICE NOT LESS THAN $53.00 PER SHARE
NOR GREATER THAN $60.00 PER SHARE

I/we, the undersigned, hereby tender to Monster Beverage Corporation, a Delaware corporation (the “Company”), the share(s) identified below pursuant to the Company’s offer to purchase for cash shares of its common stock, par value $0.005 per share, pursuant to (1) auction tenders at prices specified in the appropriate box below by the tendering shareholders of not less than $53.00 nor greater than $60.00 per share or (2) purchase price tenders described below, in either case upon the terms and subject to the conditions described in the Offer to Purchase, dated May 8, 2024 (the “Offer to Purchase”), and in this related Letter of Transmittal (which, together with the Offer to Purchase, as they may be amended or supplemented from time to time, constitute the “Offer”). This Letter of Transmittal is to be completed only if (a) certificates for shares are being forwarded herewith or (b) unless an Agents’ Message (as defined in the Offer to Purchase) is delivered, a tender of book-entry shares is being made to the account maintained by the Depositary (as defined below) pursuant to the procedures set forth in Section 3 of the Offer to Purchase. I/we certify that I/we have complied with all requirements as stated in the instructions on the reverse side, am/are the registered holder(s) of the shares represented by the enclosed certificate(s), have full authority to tender these certificate(s) and give the instructions in this Letter of Transmittal and warrant that the shares represented by the enclosed certificate(s) are free and clear of all liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever and that when, as and if the shares tendered hereby are accepted for payment by the Company, the Company will acquire good title thereto, free and clear of all liens, charges, encumbrances, security interests, claims, restrictions and equities and the same will not be subject to any adverse claim or right. I/we make the representation and warranty to the Company set forth in Section 3 of the Offer to Purchase and understand that the tender of shares made hereby constitutes an acceptance of the terms and conditions of the Offer (including if the Offer is extended or amended, the terms and conditions of such extension or amendment). Subject to, and effective upon, acceptance for purchase of, and payment for, shares tendered herewith in accordance with the terms of the Offer, I/we hereby (i) irrevocably sell, assign and transfer to, or upon the order of, the Company, all right, title and interest in and to all shares that are being tendered hereby, (ii) waive any and all rights with respect to the shares, (iii) release and discharge the Company from any and all claims I/we may have now, or may have in the future, arising out of, or related to, the shares, and (iv) irrevocably constitute and appoint the Depositary as my/our true and lawful agent and attorney-in-fact with respect to any such tendered shares, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (A) deliver certificates representing such shares, or transfer ownership of such shares on the account books maintained by The Depository Trust & Clearing Corporation, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company, (B) present such shares for transfer on the relevant security register, and (C) receive all benefits or otherwise exercise all rights of beneficial ownership of such shares (except that the Depositary will have no rights to, or control over, funds from the Company, except as agent for tendering holders, for the consideration payable pursuant to the Offer).

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
11:59 P.M., NEW YORK CITY TIME, ON
JUNE 5, 2024, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED,
THE “EXPIRATION TIME”).

Method of delivery of the certificate(s) is at the option and risk of the owner thereof. Delivery of
this Letter of Transmittal to an address other than as set forth below will not constitute a valid delivery.

Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to
Equiniti Trust Company, LLC (sometimes referred to herein as the “Depositary”) as follows:

Equiniti Trust Company, LLC

	If delivering by hand, express mail, courier, or other expedited service:			By mail:
	Equiniti Trust Company, LLC 55 Challenger Road Suite # 200 Ridgefield Park, New Jersey 07660 Attn: Reorganization Department			Equiniti Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 525 Ridgefield Park, New Jersey 07660

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH

ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Pursuant to the Offer, the undersigned encloses herewith and tenders the following certificate(s) representing shares of common stock of the Company:

1. DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es) of Registered Owner(s)
(If blank, please fill in exactly as name(s) appear(s)
on share certificate(s))

Shares Tendered
(attach additional list if necessary)

Certificated Shares*

Certificate Number(s)

Total Number
of Shares Represented by Certificate(s)

Book-Entry
Shares Tendered

Number of
Shares Tendered*

Total Shares

Unless otherwise indicated, it will be assumed that all shares of common stock represented by certificates described above are being tendered hereby.

2. Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears above or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.

Signature of Shareholder Date Telephone #

3. Form W-9 (Backup Withholding)

PLEASE SEE THE SECTION ENTITLED “IMPORTANT UNITED STATES TAX INFORMATION FOR HOLDERS” AND THE ACCOMPANYING FORM W-9 AND INSTRUCTIONS THERETO, WHICH MAY BE USED TO CERTIFY YOUR EMPLOYER IDENTIFICATION NUMBER OR SOCIAL SECURITY NUMBER IF YOU ARE A UNITED STATES TAXPAYER.

Please note that the Depositary or other withholding agent may withhold a portion of the proceeds (currently at a 24% rate) if the Employer Identification Number or Social Security Number is not properly certified on its records.

If you are a non-United States taxpayer, in order to establish an exemption from backup withholding, please complete and submit an appropriate Internal Revenue Service (“IRS”) Form W-8 (with any required attachments) (which may be obtained on the IRS website (www.irs.gov)).

I/we understand that the tender of shares constitutes a representation and warranty to the Company that the undersigned has/have a NET LONG POSITION in the shares or other securities exercisable or exchangeable therefor and that such tender complies with Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended. I/we authorize the Company to withhold all applicable taxes and tax-related items legally payable by the undersigned.

Indicate below the order (by certificate number) in which shares are to be purchased in the event of proration. If you do not designate an order, if less than all shares tendered are purchased due to proration, shares will be selected for purchase by the Depositary.

1st 2nd 3rd 4th 5th

4. Auction Price Tender: Price (in Dollars) per Share at Which Shares are Being Tendered:

By checking one of the following boxes below instead of the box under Instruction 5, “Purchase Price Tender,” you are tendering shares at the price checked. This election could result in none of your shares being purchased if the purchase price selected by the Company for the shares is less than the price checked below. If you wish to tender shares at more than one price, you must complete a separate Letter of Transmittal for each price at which you tender shares. The same shares cannot be tendered at more than one price, unless previously and validly withdrawn. (See Section 3 and Section 4 of the Offer to Purchase and Instruction 4 to this Letter of Transmittal)

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED CHECK
ONLY ONE BOX, AND IF MORE THAN ONE BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES.
IF NO BOX IS CHECKED IN THIS INSTRUCTION 4 AND NO BOX IS CHECKED IN INSTRUCTION 5, “PURCHASE
PRICE TENDER,” YOU WILL BE DEEMED TO HAVE MADE A PURCHASE PRICE TENDER.

(Shareholders who desire to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are tendered.)

☐ $53.00 ☐ $54.50 ☐ $56.00 ☐ $57.50 ☐ $59.00

☐ $53.50 ☐ $55.00 ☐ $56.50 ☐ $58.00 ☐ $59.50

☐ $54.00 ☐ $55.50 ☐ $57.00 ☐ $58.50 ☐ $60.00

5. Purchase Price Tender:

☐

By checking this one box instead of one of the price boxes under Instruction 4, “Auction Price Tender: Price (in Dollars) per Share at Which Shares are Being Tendered,” you are tendering shares and are willing to accept the purchase price selected by the Company in accordance with the terms of the Offer. This action will maximize the chance of having the Company purchase your shares pursuant to the Offer (subject to “odd lot” priority, proration and conditional tender provisions). Note that this election is initially deemed to be a tender of shares at the minimum price under the Offer of $53.00 per share and could cause the purchase price in the Offer to be lower and could result in the tendered shares being purchased at the minimum price under the Offer of $53.00 per share, a price that is below the reported closing price of our common stock on the NASDAQ on May 7, 2024, which is the last full trading day before announcement and commencement of the Offer. (See Section 3 of the Offer to Purchase and this Instruction 5)

6. ODD LOTS

As described in Section 1 of the Offer to Purchase, under certain conditions, shareholders holding a total of less than 100 shares may have their shares tendered at or below the Purchase Price (as defined in the Offer to Purchase) accepted for payment before any proration of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of 100 or more shares in the aggregate, even if these holders have separate accounts or certificates representing less than 100 shares. Accordingly, this section is to be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of less than 100 shares. The undersigned either (check one box):

☐

is the beneficial or record owner of an aggregate of less than 100 shares, 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) shares with respect to which it is the record holder and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of less than 100 shares and is tendering all of such shares.

In addition, the undersigned is tendering either (check one box):

☐

at the purchase price, as the same will be determined by the Company in accordance with the terms of the Offer (persons checking this box should also check the box included above in Instruction 5, “Purchase Price Tender”); or

☐

at the price per share indicated above in Instruction 4, “Auction Price Tender: Price (in Dollars) per Share at Which Shares are Being Tendered.”

Additionally, check the box below if applicable:

☐

The tendered shares represent all the shares held by the undersigned.

		7. CONDITIONAL TENDER
		As described in Section 6 of the Offer to Purchase, a tendering shareholder may condition his or her tender of shares upon the Company purchasing all or a specified minimum number of the shares tendered. Unless at least the minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the shares tendered by you will be purchased. It is the tendering shareholder’s responsibility to calculate the minimum number of shares that must be purchased from the shareholder in order for the shareholder to qualify for sale or exchange (rather than distribution) treatment for United States federal income tax purposes. Shareholders are urged to consult with their own tax advisors before completing this section. No assurances can be provided that a conditional tender will achieve the intended United States federal income tax result for any shareholder tendering shares. Unless this box has been checked and a minimum number of shares specified, your tender will be deemed unconditional.
		☐ The minimum number of shares that must be purchased from me/us, if any are purchased from me/us, is: shares.
		If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares and checked this box:
		☐ The tendered shares represent all shares held by the undersigned.

8. Special Payment Instructions
If you want your check for cash and/or Certificate(s) for shares not tendered or not purchased to be issued in another name, fill in this section with the information for the new account name. A Signature Guarantee is required here.

Signature Guarantee Medallion

9. Special Delivery Instructions
Fill in ONLY if you want your check for cash and/or Certificate(s) for shares not tendered or not purchased to be sent to someone other than the undersigned or to the undersigned at an address other than that shown on the front of this card. A Signature Guarantee is required here.

Mailing certificate(s) and/or check(s) to:

Name (Please Print
First, Middle & Last Name)

(Title of Officer
Signing this Guarantee)

Name (Please Print
First, Middle & Last Name)

Address (Number and Street)

(Name of Guarantor – Please Print)

Address (Number and Street)

(City, State & Zip Code)

(Address of Guarantor Firm)

(City, State & Zip Code)

(Employer Identification Number
or Social Security Number)

INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL

The certificated shares and/or book-entry shares you own are shown in Section 1. Please indicate the total number of certificated shares and/or book-entry shares you are tendering in Section 1.

Sign, date and include your telephone number in this Letter of Transmittal in Instruction 2 after completing all other applicable sections and return this form in the enclosed envelope. If your shares are represented by physical stock certificates, include them in the enclosed envelope as well.

PLEASE SEE THE SECTION ENTITLED “IMPORTANT UNITED STATES TAX INFORMATION FOR HOLDERS” BELOW AND THE ACCOMPANYING IRS FORM W-9 AND INSTRUCTIONS THERETO, WHICH MAY BE USED TO CERTIFY YOUR EMPLOYER IDENTIFICATION NUMBER OR SOCIAL SECURITY NUMBER IF YOU ARE A UNITED STATES TAXPAYER. Please note that the Depositary or other withholding agent may withhold a portion of your proceeds (24% under current law) if the Employer Identification Number or Social Security Number is not properly certified on its records. If you are a non-United States taxpayer, in order to establish an exemption from backup withholding, please complete and submit an appropriate IRS Form W-8 (with any required attachments) (which may be obtained from the IRS website (www.irs.gov)).

Indication of Price at Which Shares are Being Tendered. If you want to tender your shares at a specific price within the $53.00 to $60.00 range, you must properly complete Instruction 4 of this Letter of Transmittal, which is called “Auction Price Tender: Price (in Dollars) per Share at Which Shares are Being Tendered.” You must check ONLY ONE BOX in the pricing instruction section. If more than one box is checked or no box is checked, your shares will not be validly tendered. If you want to tender portions of your shares at more than one price, you must complete a separate Letter of Transmittal for each price at which you tender shares. However, the same shares cannot be tendered at more than one price, unless previously and validly withdrawn as provided in Section 4 of the Offer to Purchase.

By checking the box in Instruction 5 instead of one of the price boxes in Instruction 4, you are tendering shares and are willing to accept the Purchase Price determined by the Company in accordance with the terms of the Offer. This action will maximize the chance of having the Company purchase your shares pursuant to the Offer (subject to proration). Note that this election is initially deemed to be a tender of shares at the minimum price under the Offer of $53.00 per share for purposes of determining the Purchase Price in the Offer, and could cause the purchase price in the Offer to be lower and could result in your shares being purchased at the minimum price under the Offer of $53.00 per share, a price that is below the reported closing price of our common stock on the NASDAQ on May 7, 2024, which is the last full trading day before announcement and commencement of the Offer. See Section 3 of the Offer to Purchase.

Please see the Offer to Purchase for additional information regarding Instruction 6 of this Letter of Transmittal.

If you want your check for cash and/or certificate(s) for shares not tendered or not purchased to be issued in another name, fill in Instruction 8 with the information for the new account name. If you complete Instruction 8, your signature(s) must be guaranteed.

Complete Instruction 9 only if the proceeds of this transaction and/or any unaccepted shares are to be sent to a person other than the registered holder or sent to a different address. If you complete Instruction 9, your signature(s) must be guaranteed.

If any stock certificate representing shares that you own has been lost, stolen or destroyed, please call the Depositary at (800) 937-5449 promptly to obtain instructions as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. Please contact the Depositary immediately to permit timely processing of the replacement documentation.

10.

Shareholders who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Time may tender their shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase and thereafter timely delivering the shares subject to such notice of guaranteed delivery in accordance with such procedures.

11.

The Company will determine in its sole discretion the number of shares to accept, and the validity, form, eligibility and acceptance for payment of any tender. There is no obligation to give notice of any defects or irregularities to shareholders. See Section 3 of the Offer to Purchase for additional information.

12.

If any of the shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal. If any shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to the Company of his or her authority to so act must be submitted with this Letter of Transmittal.

If this Letter of Transmittal is signed by the registered owner(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the Purchase Price is to be made, or certificates for shares not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an eligible institution. If this Letter of Transmittal is signed by a person other than the registered owner(s) of the shares tendered hereby, or if payment is to be made or certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered owner(s), the certificate(s) representing such shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution. See Section 3 of the Offer to Purchase. Signature guarantees are also required if either Instruction 8, “Special Payment Instructions,” or Instruction 9, “Special Delivery Instructions,” is completed.

The tendering holder will, upon request, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby.

13.

If the space provided in Instruction 1 above is inadequate, the certificate numbers and/or the number of shares should be listed on a separated signed schedule that should be attached hereto.

14.

Except as provided herein, the Company will pay all stock transfer taxes with respect to the transfer and sale of any shares to it pursuant to the Offer (for the avoidance of doubt, stock transfer taxes do not include United States federal income tax or backup withholding). If, however, payment of the Purchase Price is to be made to, or if share certificate(s) for shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered share certificate(s) or book-entry shares are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, then the amount of any stock transfer taxes (in each case whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such stock transfer taxes, or exemption therefrom, is submitted to the Depositary.

15.

Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry Transfer). If less than all the shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of shares that are to be tendered in Instruction 1. In that case, if any tendered shares are purchased, new certificate(s) for the remainder of the shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the acceptance for payment of, and payment for, the shares tendered

herewith. All shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

16.

In participating in the Offer, the tendering shareholder acknowledges that (1) the Offer is established voluntarily by the Company, it is discretionary in nature and it may be extended, modified, suspended or terminated by the Company as provided in the Offer to Purchase, (2) the tendering shareholder is voluntarily participating in the Offer, (3) the future value of the shares is unknown and cannot be predicted with certainty, (4) the tendering shareholder has received the Offer to Purchase and the Letter of Transmittal, as amended or supplemented, (5) any foreign exchange obligations triggered by the tendering shareholder’s tender of shares or the receipt of proceeds are solely his or her responsibility, and (6) regardless of any action that the Company, the Depositary or any other withholding agent takes with respect to any or all income/capital gains tax, social security or insurance tax, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of shares, the tendering shareholder acknowledges that the ultimate liability for all Tax Items remains with the tendering shareholder and is his, her or its sole responsibility, except with respect to certain stock transfer taxes as described above. In that regard, the tendering shareholder authorizes the Depositary or other withholding agent to withhold all applicable Tax Items that the Depositary or other withholding agent is legally required to withhold (as determined in the best judgment of the Depositary or other withholding agent). The tendering shareholder consents to the collection, use and transfer, in electronic or other form, of the tendering shareholder’s personal data as described in this document by and among, as applicable, the Company, its subsidiaries and third party administrators for the exclusive purpose of implementing, administering and managing his or her participation in the Offer. No authority herein conferred or agreed to be conferred will be affected by, and all such authority will survive, the death or incapacity of the undersigned. All obligations of the undersigned hereunder will be binding upon the heirs, personal and legal representatives, administrators, trustees in bankruptcy, successors and assigns of the undersigned.

IMPORTANT UNITED STATES TAX INFORMATION FOR HOLDERS

This is a summary only of certain United States federal income tax considerations relating to the Offer. Shareholders should consult with their own tax advisors regarding the tax consequences of the Offer to them and all tax considerations relevant to their particular circumstances. In addition, all shareholders should see Sections 3 and 14 of the Offer to Purchase for discussions of certain United States federal income tax considerations related to the Offer.

In order to avoid backup withholding of United States federal income tax on payments pursuant to the Offer, a United States Holder (as defined in Section 14 of the Offer to Purchase and which term, for purposes of this discussion, also includes a partnership (or other entity taxed as a partnership for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia) tendering shares must, unless an exemption applies, provide the Depositary or other applicable withholding agent with such United States Holder’s correct taxpayer identification number (“TIN”), certify under penalties of perjury that such TIN is correct (or that such United States Holder is waiting for a TIN to be issued), and provide certain other certifications by completing the IRS Form W-9 included in this Letter of Transmittal. If a United States Holder does not provide his, her or its correct TIN or fails to provide the required certifications, payment to such United States Holder pursuant to the Offer may be subject to backup withholding at a rate currently equal to 24%. In addition, if a United States Holder does not provide his, her or its correct TIN, the IRS may impose certain penalties on such United States Holder. All United States Holders tendering shares pursuant to the Offer should complete and sign the IRS Form W-9 to provide the information and certification necessary to avoid backup withholding. To the extent that a United States Holder designates another United States person to receive payment, such other person may also be required to provide a properly completed IRS Form W-9.

Backup withholding is not an additional tax. Rather, the amount of the backup withholding may be credited against the United States federal income tax liability of the person subject to backup withholding. If backup withholding results in an overpayment of tax, a refund may be obtained by the shareholder by timely providing the required information to the IRS.

If a United States Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, then the United States Holder should write “Applied For” in the space for the TIN in Part I of the IRS Form W-9 and should sign and date the IRS Form W-9. If the Depositary or other applicable withholding agent has not been provided with a properly certified TIN by the time of payment, backup withholding will apply. If the shares are held in more than one name or are not in the name of the actual owner, consult the instructions on the enclosed IRS Form W-9 for additional guidance on which name and TIN to report.

Certain shareholders (including, among others, generally all corporations and individual retirement accounts and certain foreign individuals and entities) are not subject to backup withholding but may be required to provide evidence of their exemption from backup withholding. Exempt United States Holders should enter the proper “Exempt payee code” on the IRS Form W-9. See the enclosed IRS Form W-9 for more instructions.

Non-United States Holders (as defined in Section 14 of the Offer to Purchase and which term, for purposes of this discussion, also includes a partnership (or other entity taxed as a partnership for United States federal income tax purposes) that is not a United States Holder), such as non-resident alien individuals and foreign entities, including a disregarded United States domestic entity that has a foreign owner, should not complete an IRS Form W-9. Instead, to establish an exemption from backup withholding, a Non-United States Holder (or a shareholder’s non-United States designee, if any) should properly complete and submit an appropriate IRS Form W-8 (with any required attachments), signed under penalties of perjury, attesting to such exempt status (which may be obtained on the IRS website (www.irs.gov)).

Even if a Non-United States Holder has provided the required certification to avoid backup withholding, the Depositary or other applicable withholding agent will likely withhold an amount equal to 30% of the gross proceeds payable to the Non-United States Holder or his or her agent pursuant to the Offer unless the Depositary or other withholding agent receives an appropriate IRS Form W-8 and determines that a reduced rate under an applicable income tax treaty or exemption from withholding is applicable. See

Sections 3 and 14 of the Offer to Purchase. A Non-United States Holder may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-United States Holder satisfies any of the tests described in Section 14 of the Offer to Purchase that would characterize the exchange of shares for cash pursuant to the Offer as a sale or exchange (as opposed to a distribution) or is otherwise able to establish that no tax or a reduced amount of tax is due.

Additionally, a Non-United States Holder may be subject to the Foreign Account Tax Compliance Act (“FATCA”) withholding at a 30% rate on payments pursuant to the Offer if such Non-United States Holder fails to properly establish an exemption from FATCA withholding on an appropriate IRS Form W-8 (with any required attachments). See Sections 3 and 14 of the Offer to Purchase.

All shareholders are urged to consult their own tax advisors to determine whether they are exempt from these withholding and reporting requirements.

The Depositary for the Offer is:

Equiniti Trust Company, LLC

	If delivering by hand, express mail, courier, or other expedited service:			By mail:
	Equiniti Trust Company, LLC 55 Challenger Road Suite # 200 Ridgefield Park, New Jersey 07660 Attn: Reorganization Department			Equiniti Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 525 Ridgefield Park, New Jersey 07660

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Any questions or requests for assistance may be directed to the Information Agent at its telephone number and address listed below. Requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed either to the Information Agent or the Dealer Managers at their respective telephone numbers and addresses listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, NY 10005
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (888) 605-1958
Email: MNST@dfking.com

The Dealer Managers for the Offer are:

Evercore ISI

Evercore Group L.L.C.
55 East 52nd Street
New York, New York 10055
Toll free: (888) 474-0200

J.P. Morgan

J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Toll Free: (877) 371-5947

Monster Beverage (MNST) SC TO-IIssuer tender offer statement