Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
For Offer to Purchase All Outstanding Shares of Common Stock
of
Jive Software, Inc.
at
$5.25 NET PER SHARE
Pursuant to the Offer to Purchase dated May 12, 2017
by
Jazz MergerSub, Inc.
a wholly owned subsidiary of
Wave Systems Corp.
a wholly owned subsidiary of
ESW Capital, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, EASTERN
TIME, AT THE END OF JUNE 9, 2017, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if (i) certificates representing shares of common stock, par value $0.0001 per share (the “Company Shares”), of Jive Software, Inc., a Delaware corporation, 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 Computershare (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase (as defined below).
The Depositary for the Offer is:
If delivering by mail: Computershare c/o Voluntary Corporate Actions P.O. Box 43011 Providence, Rhode Island 02940-3011 | If delivering by overnight delivery: Computershare c/o Voluntary Corporate Actions 250 Royall Street, Suite V Canton, MA 02021 |
By Facsimile:
(Eligible Institutions Only)
(617)360-6810
Confirm Facsimile Receipt
by Telephone:
(781)575-2332
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 Company Shares (“Share Certificates”) 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 Jazz MergerSub, Inc., a Delaware corporation and a wholly owned subsidiary of Wave Systems Corp., a Delaware corporation and a wholly owned subsidiary of ESW Capital, LLC, a Delaware limited liability company, upon the terms and subject to the conditions set forth in the offer to purchase, dated May 12, 2017 (together with any amendments and supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal (such offer, the “Offer”), receipt of which is hereby acknowledged, the number of Company Shares specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Company Shares tendered by guaranteed delivery will be excluded from the calculation of the Minimum Condition (as defined in the Offer to Purchase), unless such Company Shares and other required information are received by the expiration date of the Offer by the Depositary.
Number of Company Shares and Share Certificate No(s): (if available)
| ☐ | Check here if Company Shares will be tendered by book entry transfer. |
DTC Account Number: | ||||
Dated: , 2017
Name(s) of Record Holder(s):
(Please type or print)
Address(es): | ||||
Area Code and Tel. No. |
(Daytime telephone number)
| Signature(s): | ||||
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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) guarantees that the above named person(s) “own(s)” the Company Shares tendered hereby within the meaning of Rule14e-4 under the Securities Exchange Act of 1934, as amended, (ii) represents that the tender of Company Shares effected hereby complies with Rule14e-4 under the Securities Exchange Act of 1934, as amended and (iii) guarantees delivery to the Depositary, at one of its addresses set forth above, of Share Certificates representing the Company Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Company 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, together with any other documents required by the Letter of Transmittal, all within three (3) NASDAQ trading days after the date hereof.
Name of Firm: |
Address: |
(Zip Code)
Area Code and Tel. No.: |
(Authorized Signature)
Name: |
(Please type or print)
Title: |
Date: |
| NOTE: | DO NOT SEND SHARE CERTIFICATES FOR COMPANY SHARES WITH THIS NOTICE. SHARECERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. |
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