Exhibit 99B
YOU ARE STRONGLY URGED TO READ THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR
BEFORE COMPLETING THIS LETTER OF TRANSMITTAL
CINAR CORPORATION
LETTER OF TRANSMITTAL
FOR HOLDERS OF CINAR SHARES
For assistance in voting your CINAR Shares, if you require additional proxy
materials or if you have any questions concerning the Letter of Transmittal or
withholding tax requirements, PLEASE CONTACT:
GEORGESON SHAREHOLDER
66 Wellington Street West
TD Tower - Suite 5210
Toronto Dominion Centre
Toronto, Ontario M5K 1J3
English and French North American Toll Free Number:
1-866-666-5217
This Letter of Transmittal is for use by holders ("CINAR Shareholders") of
Variable Multiple Voting Shares and Limited Voting Shares (collectively, the
"CINAR Shares") of CINAR Corporation ("CINAR") in connection with the proposed
arrangement (the "Arrangement") among CINAR, 4113683 Canada Inc. ("Newco") and
3918203 Canada Inc. ("NewCanCo"), which Arrangement is being submitted for
approval at a special meeting of CINAR Shareholders to be held on February 17,
2004 (the "Meeting"). CINAR Shareholders are strongly urged to read the
Management Proxy Circular (the "Circular") that accompanies this Letter of
Transmittal. Capitalized terms used but not defined in this Letter of
Transmittal and that are defined in the Circular have the same meaning as set
out in the Circular.
The Plan of Arrangement provides for the acquisition of all the CINAR Shares by
Newco and for the amalgamation of Newco and CINAR to form Amalco immediately
thereafter. Amalco will be wholly-owned by NewCanCo. Pursuant to the
Arrangement, each CINAR Shareholder (other than CINAR Shareholders who validly
exercise their Dissent Rights) will receive from Newco for each CINAR Share
Aggregate Consideration as follows:
(i) US$3.60 in cash; plus
(ii) in the event that Newco has delivered written notice to CINAR prior to
the Settlement Deadline that it is satisfied that the conditions to the
payment of the Net Litigation Amount set forth in the Arrangement
Agreement have been fulfilled or that it has waived such conditions, an
amount in cash equal to the PRO RATA amount per CINAR Share of the Net
Litigation Amount (which amount will only be payable after CINAR has
received in full all of the Net Litigation Proceeds); or
(iii) in the event that Newco has not delivered written notice to CINAR prior
to the Settlement Deadline that it is satisfied that the conditions to
the payment of the Net Litigation Amount set forth in the Arrangement
Agreement have been fulfilled or that it has waived such conditions, one
CCE created and allocated by the Manager.
WITHHOLDING TAX
AS A RESULT OF THE CINAR SHARES BEING DELISTED FROM THE TSX AND NASDAQ, THE
CINAR SHARES ARE "TAXABLE CANADIAN PROPERTY" FOR THE PURPOSES OF THE CANADIAN
TAX ACT AND "TAXABLE QUEBEC PROPERTY" FOR THE PURPOSES OF THE QUEBEC TAX ACT. AS
A RESULT, NEWCO MUST WITHHOLD AND REMIT TO CCRA 25% (AND IN THE CASE OF A CINAR
SHAREHOLDER WHICH IS A CORPORATION, A FURTHER 12% MUST BE WITHHELD AND REMITTED
TO THE MRQ) OF THE AGGREGATE CONSIDERATION PAYABLE TO A NON-RESIDENT FOR HIS
CINAR SHARES UNLESS SUCH NON-RESIDENT PROVIDES NEWCO WITH A SECTION 116
CERTIFICATE SPECIFYING A CERTIFICATE LIMIT WHICH IS NOT LESS THAN THE VALUE OF
THE AGGREGATE CONSIDERATION PAYABLE TO SUCH NON-RESIDENT AND, IF APPLICABLE, A
QUEBEC CERTIFICATE SPECIFYING ESTIMATED PROCEEDS WHICH ARE NOT LESS THAN THE
VALUE OF THE AGGREGATE CONSIDERATION PAYABLE TO SUCH NON-RESIDENT. ACCORDINGLY,
IN ORDER TO RECEIVE 100% OF THE AGGREGATE CONSIDERATION PAYABLE UNDER THE
ARRANGEMENT, A CINAR SHAREHOLDER RESIDENT IN CANADA AND A CINAR SHAREHOLDER WHO
IS A NON-RESIDENT MUST SATISFY THE FOLLOWING REQUIREMENTS, INSOFAR AS THEY ARE
APPLICABLE TO HIM.
CANADIAN RESIDENTS
IN ORDER TO RECEIVE 100% OF THE AGGREGATE CONSIDERATION PAYABLE UNDER THE
ARRANGEMENT, A BENEFICIAL HOLDER RESIDENT IN CANADA WILL BE REQUIRED TO PROVIDE
THE FOLLOWING PROOF OF HIS CANADIAN RESIDENCY STATUS (THE "PROOF OF RESIDENCY")
(OR OTHERWISE ESTABLISH TO THE SATISFACTION OF NEWCO THAT AT ALL RELEVANT TIMES,
FOR THE PURPOSES OF THE CANADIAN TAX ACT, HE IS RESIDENT, OR DEEMED TO BE
RESIDENT, IN CANADA):
(i) IF YOU ARE A BENEFICIAL HOLDER RESIDENT IN CANADA AND YOUR CINAR SHARES ARE
REGISTERED IN YOUR NAME, YOU MUST SO INDICATE BY APPROPRIATELY COMPLETING
BLOCK C OF THIS LETTER OF TRANSMITTAL AND PROVIDE YOUR SOCIAL INSURANCE
NUMBER (IF YOU ARE AN INDIVIDUAL) OR YOUR TRUST NUMBER OR BUSINESS NUMBER
(IF YOU ARE NOT AN INDIVIDUAL) WHERE INDICATED IN THIS LETTER OF
TRANSMITTAL. IF YOU ARE NOT SURE WHETHER YOUR CINAR SHARES ARE REGISTERED
IN YOUR NAME, PLEASE CONTACT YOUR INVESTMENT ADVISOR; OR
(ii) IF YOU ARE AN INTERMEDIARY COMPLETING A LETTER OF TRANSMITTAL ON BEHALF OF
BENEFICIAL HOLDERS RESIDENT IN CANADA, OR IF THIS LETTER OF TRANSMITTAL IS
BEING COMPLETED BY A SECURITIES DEPOSITORY FOR BENEFICIAL HOLDERS RESIDENT
IN CANADA YOU MUST SO INDICATE BY APPROPRIATELY COMPLETING BLOCK C OF THIS
LETTER OF TRANSMITTAL AND, IN EITHER CASE, THE INTERMEDIARY FOR SUCH
BENEFICIAL HOLDERS MUST SEND TO THE DEPOSITARY A LIST SETTING OUT THE NAME
AND ADDRESS OF EACH BENEFICIAL HOLDER ON WHOSE BEHALF THIS LETTER OF
TRANSMITTAL IS BEING COMPLETED, THE NUMBER AND CLASS OF CINAR SHARES HELD
BY THE INTERMEDIARY OR SECURITIES DEPOSITORY, AS THE CASE MAY BE, ON BEHALF
OF EACH SUCH BENEFICIAL HOLDER AND THE SOCIAL INSURANCE NUMBER (IN THE CASE
OF INDIVIDUAL BENEFICIAL HOLDERS) OR TRUST NUMBER OR BUSINESS NUMBER (IN
THE CASE OF BENEFICIAL HOLDERS WHO ARE NOT INDIVIDUALS) OF EACH SUCH
BENEFICIAL HOLDER.
YOUR PROOF OF RESIDENCY MUST BE RECEIVED BY THE DEPOSITARY NO LATER THAN THE
EARLIER OF (I) THE DATE UPON WHICH THE AGGREGATE CONSIDERATION IS PAYABLE TO
YOU PURSUANT TO THE PLAN OF ARRANGEMENT, AND (II) THE DATE WHICH IS 25 DAYS
AFTER THE END OF THE MONTH IN WHICH THE EFFECTIVE DATE OCCURS. IF YOUR PROOF OF
RESIDENCY IS NOT RECEIVED BY THE DEPOSITARY BY THAT TIME, NEWCO SHALL BE
ENTITLED TO WITHHOLD 25% OF THE AGGREGATE CONSIDERATION PAYABLE TO YOU (AND IN
THE CASE OF A BENEFICIAL HOLDER WHICH IS A CORPORATION, NEWCO SHALL BE ENTITLED
TO WITHHOLD A FURTHER 12% OF THE AGGREGATE CONSIDERATION PAYABLE TO YOU). IF
YOUR PROOF OF RESIDENCY IS NOT RECEIVED BY THE DEPOSITARY WITHIN 25 DAYS AFTER
THE END OF THE MONTH IN WHICH THE EFFECTIVE DATE OCCURS, THE AMOUNT OF THE
AGGREGATE CONSIDERATION PAYABLE TO YOU WHICH HAS BEEN WITHHELD WILL BE REMITTED
TO CCRA (AND, IF APPLICABLE, THE MRQ). YOU SHOULD NOTE THAT THE AGGREGATE
CONSIDERATION INCLUDES NOT ONLY THE CASH PORTION, BUT ALSO THE VALUE OF THE
CCES ALLOCATED TO YOU PURSUANT TO THE ARRANGEMENT.
NON-RESIDENTS OF CANADA
IN ORDER TO RECEIVE 100% OF THE AGGREGATE CONSIDERATION PAYABLE UNDER THE
ARRANGEMENT, A BENEFICIAL HOLDER WHO IS A NON-RESIDENT WILL BE REQUIRED TO
PROVIDE A SECTION 116 CERTIFICATE SPECIFYING A CERTIFICATE LIMIT WHICH IS NOT
LESS THAN THE VALUE OF THE AGGREGATE CONSIDERATION PAYABLE TO SUCH NON-RESIDENT
BENEFICIAL HOLDER AND, IN THE CASE OF A NON-RESIDENT BENEFICIAL HOLDER WHICH IS
A CORPORATION, A QUEBEC CERTIFICATE SPECIFYING ESTIMATED PROCEEDS WHICH ARE NOT
LESS THAN THE VALUE OF THE AGGREGATE CONSIDERATION PAYABLE TO SUCH NON-RESIDENT
BENEFICIAL HOLDER NO LATER THAN THE EARLIER OF (I) THE DATE UPON WHICH THE
AGGREGATE CONSIDERATION IS PAYABLE TO YOU PURSUANT TO THE PLAN OF ARRANGEMENT,
AND (II) THE DATE WHICH IS 25 DAYS AFTER THE END OF THE MONTH IN WHICH THE
EFFECTIVE DATE OCCURS. IF YOUR SECTION 116 CERTIFICATE IS NOT RECEIVED BY THE
DEPOSITARY BY THAT TIME, NEWCO SHALL BE ENTITLED TO WITHHOLD 25% OF THE
AGGREGATE CONSIDERATION PAYABLE TO YOU (AND IN THE CASE OF A BENEFICIAL HOLDER
WHICH IS A CORPORATION, IF YOUR QUEBEC CERTIFICATE IS NOT RECEIVED BY THE
DEPOSITARY BY THAT TIME, NEWCO SHALL BE ENTITLED TO WITHHOLD A FURTHER 12% OF
THE AGGREGATE CONSIDERATION PAYABLE TO YOU). IF YOUR SECTION 116 CERTIFICATE
AND, IF APPLICABLE, YOUR QUEBEC CERTIFICATE, IS NOT RECEIVED BY THE DEPOSITARY
WITHIN 25 DAYS AFTER THE END OF THE MONTH IN WHICH THE EFFECTIVE DATE OCCURS,
THE AMOUNT OF THE AGGREGATE CONSIDERATION PAYABLE TO YOU WHICH HAS BEEN WITHHELD
WILL BE REMITTED TO CCRA (AND, IF APPLICABLE, THE MRQ). IF AMALCO RECEIVES
LETTERS FROM CCRA AND THE MRQ, IN A FORM SATISFACTORY TO THE DEPOSITARY AND
AMALCO, CONFIRMING THAT THE REMITTANCE OF THE WITHHELD AMOUNT TO CCRA AND THE
MRQ CAN BE DELAYED, THE AMOUNT OF THE AGGREGATE CONSIDERATION PAYABLE TO YOU
WHICH HAS BEEN WITHHELD WILL CONTINUE TO BE HELD BY THE DEPOSITARY UNTIL THE
FIRST TO OCCUR OF: (I) THE RECEIPT BY THE DEPOSITARY OF YOUR SECTION 116
CERTIFICATE AND, IF APPLICABLE, YOUR QUEBEC CERTIFICATE, IN WHICH CASE SUCH
AMOUNT WILL BE PAID TO YOU; AND (II) THE EXPIRY OF THE TIME PERIODS SPECIFIED IN
SUCH LETTERS, IN WHICH CASE SUCH AMOUNT WILL BE REMITTED TO CCRA (AND, IF
APPLICABLE, THE MRQ). IF THE CERTIFICATE LIMIT OF YOUR SECTION 116 CERTIFICATE
(AND THE ESTIMATED PROCEEDS SPECIFIED IN YOUR QUEBEC CERTIFICATE, WHERE
APPLICABLE) DELIVERED TO THE DEPOSITARY IS FOR AN AMOUNT WHICH IS LESS THAN THE
VALUE OF THE AGGREGATE CONSIDERATION PAYABLE TO YOU, NEWCO SHALL BE ENTITLED TO
WITHHOLD AN AMOUNT EQUAL TO 25% OF THE AMOUNT BY WHICH THE VALUE OF THE
AGGREGATE CONSIDERATION PAYABLE TO YOU EXCEEDS THE CERTIFICATE LIMIT (AND NEWCO
SHALL BE ENTITLED TO WITHHOLD AN ADDITIONAL 12% OF THE AMOUNT BY WHICH THE VALUE
OF THE AGGREGATE CONSIDERATION PAYABLE TO YOU EXCEEDS THE ESTIMATED PROCEEDS
SPECIFIED IN YOUR QUEBEC CERTIFICATE IF YOU ARE A CORPORATION). ANY AMOUNTS SO
WITHHELD WILL BE REMITTED AT THE TIMES AND IN THE MANNER DESCRIBED ABOVE. YOU
SHOULD NOTE THAT THE AGGREGATE CONSIDERATION INCLUDES NOT ONLY THE CASH PORTION,
BUT ALSO THE VALUE OF THE CCES ALLOCATED TO YOU PURSUANT TO THE ARRANGEMENT.
RESIDENTS OF THE UNITED STATES - SECTION 116 CERTIFICATE
NEWCO HAS MADE ARRANGEMENTS WITH CCRA TO APPLY FOR A SECTION 116 CERTIFICATE ON
BEHALF OF CERTAIN NON-RESIDENT BENEFICIAL HOLDERS WHO ARE RESIDENT IN THE UNITED
STATES. IF YOU ARE A BENEFICIAL HOLDER RESIDENT IN THE UNITED STATES AND YOUR
CINAR SHARES ARE REGISTERED IN YOUR NAME, IN ORDER FOR NEWCO TO APPLY ON YOUR
BEHALF FOR A SECTION 116 CERTIFICATE YOU MUST MEET THE FOLLOWING CONDITIONS AND
SO INDICATE BY APPROPRIATELY COMPLETING BLOCK C OF THIS LETTER OF TRANSMITTAL:
(i) YOU MUST BE RESIDENT IN THE UNITED STATES, AND NOT BE A TRUST (EXCLUDING AN
IRA), A PARTNERSHIP OR AN LLC;
(ii) YOU MUST NOT BENEFICIALLY OWN, IN THE AGGREGATE, MORE THAN 10,000 CINAR
SHARES;
(iii) YOU MUST COMPLETE THE AUTHORISATION LETTER (A COPY OF WHICH IS INCLUDED
WITH THE CIRCULAR) AND RETURN IT WITH THIS LETTER OF TRANSMITTAL TO THE
DEPOSITARY AT THE ADDRESS INDICATED ON THE LAST PAGE OF THIS LETTER OF
TRANSMITTAL; AND
(iv) YOU MUST ATTACH TO THE AUTHORISATION LETTER PROOF OF YOUR UNITED STATES
RESIDENCY STATUS. FOR INDIVIDUALS, THIS MAY CONSIST OF A COPY OF YOUR MOST
RECENT UNITED STATES INCOME TAX RETURN OR A LETTER FROM THE IRS CONFIRMING
YOUR UNITED STATES RESIDENCY STATUS. IF YOU ARE A CORPORATION, YOU MUST
ATTACH COPIES OF YOUR CHARTER AND YOUR MOST RECENT UNITED STATES INCOME TAX
RETURN. HOWEVER, IF ON THE DISPOSITION OF YOUR CINAR SHARES YOU WILL
REALIZE A LOSS, PROOF OF YOUR UNITED STATES RESIDENCY STATUS WILL NOT BE
REQUIRED AS LONG AS YOU ATTACH TO THE AUTHORISATION LETTER A BROKER'S
STATEMENT OR OTHER DOCUMENTATION SUBSTANTIATING THE COST BASE OF THE CINAR
SHARES THAT YOU BENEFICIALLY OWN.
IF YOU ARE AN INTERMEDIARY COMPLETING THIS LETTER OF TRANSMITTAL ON BEHALF OF
CLIENTS WHO ARE RESIDENT IN THE UNITED STATES, OR IF YOU ARE A SECURITIES
DEPOSITORY COMPLETING THIS LETTER OF TRANSMITTAL FOR BENEFICIAL HOLDERS RESIDENT
IN THE UNITED STATES AND WHO, IN EACH CASE, DO NOT BENEFICIALLY OWN MORE THAN
10,000 CINAR SHARES, OTHER THAN TRUSTS (EXCLUDING IRAS), PARTNERSHIPS OR LLCS,
YOU MUST SO INDICATE BY APPROPRIATELY COMPLETING BLOCK C OF THIS LETTER OF
TRANSMITTAL AND, IN EITHER CASE, THE INTERMEDIARY FOR SUCH BENEFICIAL HOLDERS
MUST SEND TO THE DEPOSITARY:
(i) A LIST SETTING OUT THE NAME AND ADDRESS OF EACH BENEFICIAL HOLDER WHO
IS A RESIDENT OF THE UNITED STATES AND ON WHOSE BEHALF THIS LETTER OF
TRANSMITTAL IS BEING COMPLETED AND THE NUMBER AND CLASS OF CINAR SHARES
BENEFICIALLY OWNED BY EACH SUCH BENEFICIAL HOLDER; AND
(ii) THE DOCUMENT MENTIONED IN PARAGRAPH (III) ABOVE COMPLETED BY EACH SUCH
BENEFICIAL HOLDER AND THE APPLICABLE DOCUMENTS MENTIONED IN PARAGRAPH
(IV) ABOVE FOR EACH SUCH BENEFICIAL HOLDER.
ANY BENEFICIAL HOLDERS RESIDENT IN THE UNITED STATES WHO DO NOT MEET THE
FOREGOING CONDITIONS WILL BE REQUIRED TO OBTAIN AND DELIVER TO THE DEPOSITARY BY
THE APPROPRIATE TIME THEIR OWN SECTION 116 CERTIFICATES, FAILING WHICH NEWCO
SHALL BE ENTITLED TO WITHHOLD 25% OF THE AGGREGATE CONSIDERATION PAYABLE TO SUCH
BENEFICIAL HOLDERS AND WILL REMIT ANY AMOUNT SO WITHHELD TO THE CCRA.
RESIDENTS OF THE UNITED STATES - QUEBEC CERTIFICATE
NEWCO HAS MADE ARRANGEMENTS WITH THE MRQ TO APPLY FOR A QUEBEC CERTIFICATE ON
BEHALF OF CERTAIN BENEFICIAL HOLDERS WHICH ARE CORPORATIONS RESIDENT IN THE
UNITED STATES, OTHER THAN LLCS. IF YOU ARE A BENEFICIAL HOLDER WHICH IS A
CORPORATION, OTHER THAN AN LLC, RESIDENT IN THE UNITED STATES AND YOUR CINAR
SHARES ARE REGISTERED IN YOUR NAME, IN ORDER FOR NEWCO TO APPLY ON YOUR BEHALF
FOR A QUEBEC CERTIFICATE, YOU MUST MEET THE FOLLOWING CONDITIONS AND SO INDICATE
BY APPROPRIATELY COMPLETING BLOCK C OF THIS LETTER OF TRANSMITTAL:
(i) YOU MUST BE A CORPORATION, OTHER THAN AN LLC;
(ii) YOU MUST NOT BENEFICIALLY OWN, IN THE AGGREGATE, MORE THAN 10,000 CINAR
SHARES;
(iii) YOU MUST COMPLETE THE AUTHORISATION LETTER (A COPY OF WHICH IS INCLUDED
WITH THE CIRCULAR) AND RETURN IT WITH THIS LETTER OF TRANSMITTAL TO THE
DEPOSITARY AT THE ADDRESS INDICATED ON THE LAST PAGE OF THIS LETTER OF
TRANSMITTAL; AND
(iv) YOU MUST ATTACH TO THE AUTHORISATION LETTER PROOF OF YOUR UNITED STATES
RESIDENCY STATUS CONSISTING OF A COPY OF YOUR CORPORATE CHARTER AND A COPY
OF YOUR MOST RECENT UNITED STATES INCOME TAX RETURN. HOWEVER, IF YOU WILL
REALIZE A LOSS ON THE DISPOSITION OF YOUR CINAR SHARES, PROOF OF YOUR
UNITED STATES RESIDENCY STATUS WILL NOT BE REQUIRED AS LONG AS YOU ATTACH
TO THE AUTHORISATION LETTER A BROKER'S STATEMENT OR OTHER DOCUMENTATION
SUBSTANTIATING THE COST BASE OF THE CINAR SHARES THAT YOU BENEFICIALLY OWN.
IF YOU ARE AN INTERMEDIARY COMPLETING THIS LETTER OF TRANSMITTAL ON BEHALF OF
CLIENTS WHICH ARE CORPORATIONS, OTHER THAN LLCS, RESIDENT IN THE UNITED STATES,
OR IF YOU ARE A SECURITIES DEPOSITORY COMPLETING THIS LETTER OF TRANSMITTAL FOR
BENEFICIAL HOLDERS WHICH ARE CORPORATIONS, OTHER THAN LLCS, RESIDENT IN THE
UNITED STATES, YOU MUST SO INDICATE BY APPROPRIATELY COMPLETING BLOCK C OF THIS
LETTER OF TRANSMITTAL AND, IN EITHER CASE, THE INTERMEDIARY MUST SEND TO THE
DEPOSITARY:
(i) A LIST SETTING OUT THE NAME AND ADDRESS OF THE BENEFICIAL HOLDERS RESIDENT
IN THE UNITED STATES WHICH ARE CORPORATIONS, OTHER THAN LLCS, ON WHOSE
BEHAL=F THIS LETTER OF TRANSMITTAL IS BEING COMPLETED AND THE NUMBER AND
CLASS OF CINAR SHARES BENEFICIALLY OWNED BY EACH SUCH BENEFICIAL HOLDER;
AND
(ii) THE DOCUMENT MENTIONED IN PARAGRAPH (III) ABOVE COMPLETED BY EACH SUCH
BENEFICIAL HOLDER AND THE APPLICABLE DOCUMENTS MENTIONED IN PARAGRAPH (IV)
ABOVE FOR EACH SUCH BENEFICIAL HOLDER.
ANY NON-RESIDENT BENEFICIAL HOLDER WHICH IS A CORPORATION WHICH DOES NOT MEET
THE FOREGOING CONDITIONS, INCLUDING AN LLC, WILL BE REQUIRED TO OBTAIN AND
DELIVER TO THE DEPOSITARY BY THE APPROPRIATE TIME ITS OWN QUEBEC CERTIFICATE,
FAILING WHICH NEWCO SHALL BE ENTITLED TO WITHHOLD 12% OF THE AGGREGATE
CONSIDERATION PAYABLE TO SUCH BENEFICIAL HOLDER AND WILL REMIT ANY AMOUNT SO
WITHHELD TO THE MRQ.
NO ASSURANCE NEWCO WILL OBTAIN SECTION 116 CERTIFICATE AND QUEBEC CERTIFICATE
WHILE NEWCO WILL MAKE REASONABLE COMMERCIAL EFFORTS TO OBTAIN A SECTION 116
CERTIFICATE AND A QUEBEC CERTIFICATE ON BEHALF OF NON-RESIDENTS WHO COMPLY WITH
THE FOREGOING REQUIREMENTS WITHIN THE PARAMETERS FOR OBTAINING SUCH SECTION 116
CERTIFICATE AND QUEBEC CERTIFICATE SET OUT BY CCRA AND THE MRQ, RESPECTIVELY,
THERE IS NO ASSURANCE THAT NEWCO WILL OBTAIN SUCH A SECTION 116 CERTIFICATE
AND/OR A QUEBEC CERTIFICATE ON A TIMELY BASIS OR AT ALL.
This Letter of Transmittal, properly completed and duly executed, together with
all other required documents, must accompany all CINAR Share certificate(s) and
should be delivered in person or by courier or sent by registered mail to the
Depositary at the address set forth on the last page of this Letter of
Transmittal.
CINAR SHAREHOLDERS WHOSE CINAR SHARES ARE REGISTERED IN THE NAME OF AN
INTERMEDIARY, SUCH AS A SECURITIES DEALER OR BROKER, A BANK, A TRUST COMPANY OR
A TRUSTEE OR ADMINISTRATOR IN THE CASE OF A SELF-ADMINISTERED RRSP, RRIF, RESP
OR SIMILAR PLAN, OR IN THE NAME OF A CLEARING AGENCY (SUCH AS CDS) OF WHICH THE
INTERMEDIARY IS A PARTICIPANT, SHOULD CONTACT THAT INTERMEDIARY AS SOON AS
POSSIBLE FOR INSTRUCTIONS AND ASSISTANCE IN DELIVERING THOSE CINAR SHARES AS
CONTEMPLATED BY THIS LETTER OF TRANSMITTAL.
The Effective Date of the Arrangement is anticipated to be as soon as
practicable after the date that the CINAR Shareholders approve the Arrangement
and all required court and regulatory approvals have been received and all other
conditions of closing have been satisfied.
Please carefully read the Circular and the Instructions set out below before
completing this Letter of Transmittal.
TO: CINAR CORPORATION
AND TO: 4113683 CANADA INC.
AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA (AT ITS OFFICES SET OUT HEREIN)
The undersigned delivers to you the enclosed certificates(s) representing CINAR
Shares. The following are the details of the enclosed certificate(s):
- ----------------------- ---------------------------- -----------------------
Certificate Number Name in which Registered Number and Class of
CINAR Shares
- ----------------------- ---------------------------- -----------------------
- ----------------------- ---------------------------- -----------------------
- ----------------------- ---------------------------- -----------------------
- ----------------------- ---------------------------- -----------------------
- ----------------------- ---------------------------- -----------------------
- ----------------------- ---------------------------- -----------------------
- ----------------------- ---------------------------- -----------------------
- ----------------------- ---------------------------- -----------------------
- ----------------------- ---------------------------- -----------------------
- ----------------------- ---------------------------- -----------------------
- ----------------------- ---------------------------- -----------------------
Under the Arrangement, each CINAR Share shall be deemed to have been acquired by
Newco for the consideration described in the Circular. The undersigned transmits
herewith the CINAR Share certificate(s) listed in the table above for the
purpose of receiving from Newco the Aggregate Consideration (less any applicable
withholding or other taxes) payable in respect of the CINAR Shares (the
"Deposited Shares") represented by such certificate(s) upon the Arrangement
becoming effective.
It is understood that upon receipt and deposit of (i) this Letter of
Transmittal, properly completed and executed, (ii) the undersigned's CINAR Share
certificate(s), and (iii) any other required documents, and within ten Business
Days after the later of (a) the Effective Date, and (b) the delivery to the
Depositary of the documents referred to in items (i), (ii) and (iii) above, the
Depositary will send or make available to the undersigned a cheque in United
States dollars representing the cash payment (less any applicable withholding or
other taxes) which the undersigned is entitled to receive pursuant to the
Arrangement in respect of the Deposited Shares (less, in the event that Newco
has delivered written notice to CINAR prior to the Settlement Deadline that it
is satisfied that the conditions to the payment of the Net Litigation Amount set
forth in the Arrangement Agreement have been fulfilled or that it has waived
such conditions, but all of the Net Litigation Proceeds have not been received
in full by CINAR on or prior to the date which is ten Business Days prior to the
date that such cheque is required to be mailed or made available, any portion of
such cash payment representing the PRO RATA amount of the Net Litigation Amount
attributable to the Deposited Shares). In the event that Newco has delivered
written notice to CINAR prior to the Settlement Deadline that it is satisfied
that the conditions to the payment of the Net Litigation Amount set forth in the
Arrangement Agreement have been fulfilled or that it has waived such conditions,
but all of the Net Litigation Proceeds have not been received in full by CINAR
on or before the date which is ten Business Days prior to the date that a cheque
is required to be mailed or made available to the CINAR Shareholder, within ten
Business Days after the later of (a) the receipt by CINAR of the Net Litigation
Proceeds in full, and (b) the delivery to the Depositary of the documents
referred to in items (i), (ii) and (iii) above, the Depositary will send or make
available to the undersigned a cheque in United States dollars representing the
portion of the cash payment required to be delivered to such CINAR Shareholder
in respect of the Deposited Shares pursuant to the provisions of the Plan of
Arrangement representing the portion of the Net Litigation Amount attributable
to the Deposited Shares, net of any applicable withholding or other taxes. In
each case, the cheque will only be issued in the name of the CINAR Shareholder
as set forth in the table above.
IF PURSUANT TO THE ARRANGEMENT, CINAR SHAREHOLDERS ARE ENTITLED TO RECEIVE CCES
AS PART OF THE AGGREGATE CONSIDERATION, NO CERTIFICATE OR OTHER EVIDENCE OF A
CCE WILL BE ISSUED OTHER THAN AN APPROPRIATE NOTATION IN THE CCE REGISTER.
The undersigned CINAR Shareholder covenants, represents and warrants that (i)
the undersigned is the owner of the Deposited Shares, (ii) such shares are owned
by the undersigned free and clear of all mortgages, liens, charges,
encumbrances, security interests and adverse claims, (iii) the undersigned has
full power and authority to execute and deliver this Letter of Transmittal ,
(iv) all information inserted by the undersigned into this Letter of Transmittal
is accurate, and (v) the undersigned will not, before the Effective Date,
transfer or permit to be transferred any of such Deposited Shares.
The covenants, representations and warranties of the undersigned contained
herein survive the completion of the Arrangement.
The undersigned revokes any and all other authority, other than as granted in
this Letter of Transmittal and in any proxy granted for use at the Meeting,
whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously
conferred or agreed to be conferred by the undersigned at any time with respect
to the Deposited Shares. No subsequent authority, whether as agent,
attorney-in-fact, attorney, proxy or otherwise, except a proxy granted for use
at the Meeting, will be granted with respect to the Deposited Shares. Each
authority conferred or agreed to be conferred by the undersigned in this Letter
of Transmittal survives the death or incapacity of the undersigned and any
obligation of the undersigned hereunder is binding upon the heirs, legal
representatives, successors and assigns of the undersigned.
The undersigned instructs Amalco and the Depositary to mail the cheque
representing the cash payment to which the undersigned is entitled by first
class mail, postage prepaid, or to hold such cheque for pick-up, in accordance
with the instructions given below. If the Arrangement is not completed, the
Deposited Shares and all other ancillary documents will be returned to the
undersigned in accordance with the instructions given below. The undersigned
acknowledges that CINAR will not, pursuant to any instructions given in this
Letter of Transmittal, transfer any CINAR Shares from the name of the registered
holder thereof.
By reason of the use by the undersigned of an English language form of this
Letter of Transmittal, the undersigned and both of you shall be deemed to have
required that any contract evidenced by the Arrangement as accepted through this
Letter of Transmittal, as well as all documents related thereto, be drawn
exclusively in the English language. En raison de l'usage d'une lettre d'envoi
en langue anglaise par le soussigne, le soussigne et les destinataires sont
presumes avoir requis que tout contrat atteste par l'arrangement et son
acceptation par cette lettre d'envoi, de meme que tous les documents qui s'y
rapportent, soient rediges exclusivement en langue anglaise.
BLOCK A BLOCK B
SEND CHEQUE (Unless Block "B" is checked) [ ] HOLD CHEQUE FOR PICK-UP
TO:
_______________________________________ SHAREHOLDER SIGNATURE
(Name)
_______________________________________ Dated:____________________________
_______________________________________ __________________________________
Signature of Shareholder or
_______________________________________ Authorized Representative
(Street Address and Number) (See Instruction 2)
_______________________________________ __________________________________
Name of Shareholder (please print
_______________________________________ or type)
(City and Province or State)
__________________________________
_______________________________________ Name of Authorized Representative
(Country and Postal (Zip) Code) (Please print or type)
(if applicable)
__________________________________
SOCIAL INSURANCE NUMBER (IF AN
INDIVIDUAL) OR BUSINESS NUMBER
OR TRUST NUMBER
(IF NOT AN INDIVIDUAL)
FOR RESIDENTS OF CANADA ONLY
BLOCK C
PLEASE CHECK ONLY ONE OF THE FOLLOWING BOXES. If this Letter of Transmittal is
being completed by the Canadian Depository for Securities Limited, the
Depository Trust & Clearing Corporation or any other person recognized as a
depository by a securities regulatory authority in Canada or the United States,
or by an Intermediary, on behalf of Beneficial Holders, you must complete a
separate copy of this Letter of Transmittal for each group of such Beneficial
Holders who come within one of the categories listed below.
The undersigned is, or the undersigned is completing this Letter of Transmittal
on behalf of:
1. |_| A BENEFICIAL HOLDER(S) WHO IS RESIDENT IN CANADA.
2. |_| A BENEFICIAL HOLDER(S) WHO (1) IS RESIDENT IN THE UNITED STATES, (2)
DOES NOT BENEFICIALLY OWN, IN THE AGGREGATE, MORE THAN 10,000 CINAR SHARES,
AND (3) IS A CORPORATION (OTHER THAN AN LLC).
3. |_| A BENEFICIAL HOLDER(S) WHO (1) IS RESIDENT IN THE UNITED STATES, (2)
DOES NOT BENEFICIALLY OWN, IN THE AGGREGATE, MORE THAN 10,000 CINAR SHARES,
(3) IS NOT A CORPORATION, AND (4) IS NOT A TRUST (EXCLUDING AN IRA), A
PARTNERSHIP OR AN LLC.
4. |_| A BENEFICIAL HOLDER(S) WHO (1) IS RESIDENT IN THE UNITED STATES AND
BENEFICIALLY OWNS, IN THE AGGREGATE, MORE THAN 10,000 CINAR SHARES OR IS A
TRUST (EXCLUDING AN IRA), A PARTNERSHIP OR AN LLC, OR (2) IS NOT RESIDENT
IN CANADA OR THE UNITED STATES.
INSTRUCTIONS
1. USE OF THIS LETTER OF TRANSMITTAL
(a) To receive the Aggregate Consideration payable under the Arrangement, a
CINAR Shareholder must properly complete and execute this Letter of
Transmittal and return it, together with such CINAR Shareholder's CINAR
Share certificate(s) and all other required documents, to the Depositary.
(b) The method used to deliver this Letter of Transmittal and any accompanying
certificates representing CINAR Shares is at the option and risk of the
holder, and delivery will be deemed effective only when such documents are
actually received by the Depositary. Newco recommends that the necessary
documentation be hand delivered to the Depositary at the office specified
below, and a receipt obtained; otherwise the use of registered mail with
return receipt requested, properly insured, is recommended. CINAR
Shareholders whose CINAR Shares are registered in the name of an
Intermediary, such as a securities dealer or broker, a bank, a trust
company, or a trustee or administrator in the case of a self-administered
RRSP, RRIF, RESP or similar plan, or in the name of a clearing agency (such
as CDS) of which the Intermediary is a participant should contact that
Intermediary for assistance in delivering those CINAR Shares.
(C) IT IS EXTREMELY IMPORTANT THAT YOU FULLY COMPLETE THE SHAREHOLDER SIGNATURE
BOX ABOVE AND THAT YOU SELECT ONE OF THE OPTIONS IN BLOCK C ABOVE.
(D) IF YOU ARE A SECURITIES DEPOSITORY OR AN INTERMEDIARY COMPLETING THIS
LETTER OF TRANSMITTAL, YOU MUST COMPLETE A SEPARATE COPY OF THIS LETTER OF
TRANSMITTAL FOR EACH GROUP OF BENEFICIAL HOLDERS WHO COME WITHIN ONE OF THE
CATEGORIES LISTED IN BLOCK C ABOVE. IN ADDITION, THE INTERMEDIARY OR
INTERMEDIARIES (INCLUDING IN THE EVENT THAT THIS LETTER OF TRANSMITTAL IS
BEING COMPLETED BY A SECURITIES DEPOSITORY) MUST FORWARD TO THE DEPOSITARY
(COMPUTERSHARE TRUST COMPANY OF CANADA) AT THE ADDRESS INDICATED ON THE
LAST PAGE OF THIS LETTER OF TRANSMITTAL FOR EACH BENEFICIAL HOLDER IN
RESPECT OF WHICH THIS LETTER OF TRANSMITTAL IS BEING COMPLETED THE
DOCUMENTS APPLICABLE TO SUCH CLASS OF BENEFICIAL HOLDERS SPECIFIED UNDER
THE HEADING "WITHHOLDING TAX" ABOVE.
(e) A pre-addressed security return envelope is enclosed for your convenience.
2. SIGNATURES
This Letter of Transmittal must be filled in, dated and signed by the
registered owner of CINAR Shares or by such registered owner's duly
authorized representative (in accordance with Instruction 3). The
signature(s) on this Letter of Transmittal must correspond with the name(s)
as registered or as written on the face of such certificate(s) without any
change whatsoever, and the certificate(s) need not be endorsed. If such
certificate(s) are owned of record by two or more joint owners, all such
owners must sign this Letter of Transmittal.
CINAR will not transfer any CINAR Shares pursuant to any instructions given
in this Letter of Transmittal. Cheques will only be issued, and (if
applicable) CCEs will only be allocated, to the registered owner(s) of the
Deposited Shares. Deposited Shares will only be returned to the registered
owner(s) thereof, and will only be sent to the address of the registered
owner(s) as shown on the share register of CINAR.
3. FIDUCIARIES, REPRESENTATIVES AND AUTHORIZATIONS
Where this Letter of Transmittal is executed by a person on behalf of an
executor, administrator, trustee, guardian, corporation, partnership or
association or is executed by any other person acting in a representative
or fiduciary capacity, this Letter of Transmittal must be accompanied by
satisfactory evidence of their proof of appointment and authority to act.
Any of CINAR, 4113683 Canada Inc., Amalco or the Depositary, at their
discretion, may require additional evidence of appointment or authority or
additional documentation.
4. DELIVERY INSTRUCTIONS
If necessary, Block A or Block B, as the case may be, should be completed.
If either Block A or Block B is not completed, any cheque representing the
cash payment for the Deposited Shares will be mailed to the depositing
CINAR Shareholder at the address of the CINAR Shareholder as it appears on
the share register of CINAR immediately prior to the Effective Time.
5. MISCELLANEOUS
(a) If the space on this Letter of Transmittal is insufficient to list all
certificates for Deposited Shares, additional certificate numbers and
number of Deposited Shares may be included on a separate signed list
affixed to this Letter of Transmittal.
(b) If Deposited Shares are registered in different forms (e.g. `John Doe' and
`J. Doe') a separate Letter of Transmittal should be signed for each
different registration.
(c) No alternative, conditional or contingent deposits will be accepted.
(d) Additional copies of the Circular and this Letter of Transmittal may be
obtained from the Depositary at the addresses listed below.
(e) Amalco reserves the right, if it so elects in its absolute discretion, to
instruct the Depositary to waive any defect or irregularity contained in
any Letter of Transmittal received by it.
6. LOST CERTIFICATES
If a share certificate has been lost, stolen or destroyed, this Letter of
Transmittal should be completed as fully as possible and forwarded together
with an affidavit confirming the loss, theft or destruction, to the
Depositary. The CINAR Shareholder will be required to give a bond, in such
amount as Amalco may direct, or otherwise indemnify Amalco and the
Depositary in a manner satisfactory to them against any claim that may be
made against Amalco or the Depositary relating to the certificate alleged
to have been lost, stolen or destroyed. Within 10 days after the later of
(a) the Effective Date and (b) the receipt of the foregoing, the Depositary
will issue, in exchange for such lost, stolen or destroyed certificate a
cheque for the cash payment (less any applicable withholding or other
taxes) payable at such time in respect of the CINAR Shares represented by
such lost, stolen or destroyed certificate (and a cheque for any amounts,
net of any applicable withholding or other taxes, previously paid with
respect to any CCEs relating to such CINAR Shares).
The Depositary is: COMPUTERSHARE TRUST COMPANY OF CANADA
BY MAIL
P.O. Box 7021 31 Adelaide St E
Toronto, ON M5C 3H2 Attention:
Corporate Actions
BY REGISTERED MAIL, HAND OR BY COURIER
100 University Avenue
9th Floor
Toronto, ON
M5J 2Y1
Attention: Corporate Actions
Toll Free: 1-800-564-6253
E-Mail: caregistryinfo@computershare.com
ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED BY CINAR SHAREHOLDERS
TO GEORGESON SHAREHOLDER COMMUNICATIONS INC. AT THE ADDRESS OR TELEPHONE NUMBER
PROVIDED ON THE FIRST PAGE OF THIS LETTER OF TRANSMITTAL.