LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
ESPERION THERAPEUTICS, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 6, 2004
BY
ENZO ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
PFIZER INC.
THE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW
YORK CITY TIME, ON FEBRUARY 4, 2004, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EQUISERVE TRUST
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By Mail: By Overnight Delivery: By Hand:
EquiServe Trust EquiServe Trust Securities Transfer & Reporting
Corporate Actions Attn: Corporate Actions c/o EquiServe Trust
Post Office Box 43014 150 Royall Street 100 William's Street, Galleria
Providence, RI 02940-3014 Canton, MA 02021 New York, NY 10038
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH
SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH
BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
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<Caption>
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
(PLEASE FILL IN, IF BLANK)* (PLEASE ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
SHARE SHARES REPRESENTED NUMBER
CERTIFICATE BY SHARE OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Total Shares Tendered
- ------------------------------------------------------------------------------------------------------------------------------
(1) Need not be completed by stockholders who deliver Shares (as defined below) by book-entry transfer ("Book-Entry
Stockholders").
(2) Unless otherwise indicated, all Shares represented by Share Certificates delivered to the Depositary will be deemed to
have been tendered. See Instruction 4.
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
[ ]CHECK HERE IF SHARE CERTIFICATES HAVE BEEN LOST OR MUTILATED. SEE INSTRUCTION
11.
*The names and addresses of the registered holders of the tendered Shares
should be printed, if not already printed above, exactly as they appear on the
Share Certificates (as defined below) tendered hereby.
This Letter of Transmittal is to be used by stockholders of Esperion
Therapeutics, Inc. ("Esperion" or the "Company") if certificates for Shares (as
defined herein) are to be forwarded herewith or, unless an Agent's Message (as
defined in Section 2 (Procedures for Tendering Shares of Company Common Stock in
the Offer) of the Offer to Purchase) is utilized, if delivery of Shares is to be
made by book-entry transfer, to an account maintained by the Depositary at the
Book-Entry Transfer Facility (as defined in Section 2 (Procedures for Tendering
Shares of Company Common Stock in the Offer) of the Offer to Purchase and
pursuant to the procedures set forth therein).
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, or who cannot complete the
procedure for book-entry transfer on a timely basis, or who cannot deliver all
other required documents to the Depositary prior to the Expiration Date (as
defined in the Offer to Purchase), must tender their Shares according to the
guaranteed delivery procedure set forth in Section 2 (Procedures for Tendering
Shares of Company Common Stock in the Offer) of the Offer to Purchase. See
Instruction 2. Delivery of documents to the Book-Entry Transfer Facility will
not constitute delivery to the Depositary.
TENDER OF SHARES
[ ]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER
SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
- --------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
Transaction Code Number:
- --------------------------------------------------------------------------------
[ ]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
- --------------------------------------------------------------------------------
Window Ticket Number (if any):
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
- --------------------------------------------------------------------------------
Name of Eligible Institution that Guaranteed Delivery:
- --------------------------------------------------------------------------------
2
IMPORTANT
STOCKHOLDER: SIGN HERE
(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNER(S))
Name(s)
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity (Full Title)
--------------------------------------------------------------------
(SEE INSTRUCTIONS)
Address
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-------------------------------------------------
Taxpayer Identification or Social Security Number
------------------------------
(SEE SUBSTITUTE FORM W-9)
Dated: ------------------------------ , 200
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
Authorized Signature(s)
------------------------------------------------------------------
Name
---------------------------------------------------------------------------
Name of Firm
---------------------------------------------------------------
Address
------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-------------------------------------------------
Dated: ------------------------------ , 200
3
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates representing Shares not tendered or
not accepted for payment and/or the check for the purchase price of Shares
accepted for payment are to be issued in the name of someone other than the
signatory.
Issue: [ ] Check and/or [ ] Certificate(s) to
Name
---------------------------------------------------------------------------
(PLEASE PRINT)
Address
------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
Account Number:
----------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates representing Shares not tendered or
not accepted for payment and/or the check for the purchase price of Shares
accepted for payment are to be sent to someone other than the signatory or to
the signatory at an address other than that shown under "Description of Shares
Tendered."
Mail: [ ] Check and/or [ ] Certificate(s) to
Name
---------------------------------------------------------------------------
(PLEASE PRINT)
Address
------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
4
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<Caption>
- ------------------------------------------------------------------------------------------------------------------
PAYER'S NAME:
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX
FORM W-9 AT THE RIGHT AND CERTIFY BY SIGNING AND ---------------------------------------
DATING BELOW Social Security Number(s)
OR
Employer Identification Number
--------------------------------------------------------------------------------------
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DEPARTMENT OF THE TREASURY PART 2 -- Certification. Under penalties of perjury, I certify that: (1) The number
INTERNAL REVENUE SERVICE shown on this form is my correct Taxpayer Identification Number (or I am waiting for
a number to be issued for me) and (2) I am not subject to backup withholding
because: (a) I am exempt from backup withholding or (b) I have not been notified by
the Internal Revenue Service (the "IRS") that I am subject to backup withholding as
a result of a failure to report all interest or dividends or (c) the IRS has
notified me that I am no longer subject to backup withholding, (3) I am a U.S.
person (including a U.S. resident alien).
------------------------------------------------------------------------------------
</Table>
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<Caption>
PAYOR'S REQUEST FOR Certification Instructions -- You must cross out item PART 3
TAXPAYER (2) in Part 2 above if you have been notified by the IRS Awaiting TIN [ ]
IDENTIFICATION NUMBER (TIN) that you are subject to backup withholding because of ----------------------------
underreporting interest or dividends on your tax PART 4
returns. However, if after being notified by the IRS Exempt TIN [ ]
that you are subject to backup withholding, you re-
ceived another notification from the IRS stating that
you are no longer subject to backup withholding, do not
cross out such item (2). If you are exempt from backup
withholding, check the box in Part 4 above.
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Signature: ------------------------------------------ Date: -------------------- ,
200
- -------------------------------------------------------------------------------------------------------------------
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF ANY PAYMENTS MADE TO YOU IN THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. YOU MUST
COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the Depositary, a
portion of all reportable payments made to me will be withheld, but will be
refunded to me if I provide a certified taxpayer identification number within 60
days.
Signature: ------------------------------ Date: ------------------------- , 200
5
PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY
Ladies and Gentlemen:
The signatory hereby tenders to Enzo Acquisition Corp., a Delaware
corporation ("Purchaser") and wholly owned subsidiary of Pfizer Inc. ("Parent"),
pursuant to Purchaser's Offer to Purchase, dated January 6, 2004 (the "Offer to
Purchase"), the above-described shares of common stock, par value $0.001 per
share (the "Shares" or "Company Common Stock"), of Esperion Therapeutics, Inc.,
a Delaware corporation ("Esperion" or the "Company"), for $35.00 per share net
to the signatory in cash, without interest thereon and upon the terms and
subject to the conditions set forth in the Offer to Purchase and this Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). All references in this Letter of
Transmittal to Company Common Stock include the Rights to such common stock. By
executing this Letter of Transmittal, the signatory hereby acknowledges receipt
of the Offer.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
effective upon acceptance for payment of the Shares tendered herewith in
accordance with the terms of the Offer, the signatory hereby sells, assigns and
transfers to or upon the order of Purchaser all right, title and interest in and
to all of the Shares that are being tendered hereby, distributions, rights,
other Shares or other securities issued or issuable in respect thereof on or
after February 4, 2004 (collectively, "Distributions") and irrevocably
constitutes and appoints EquiServe Trust (the "Depositary") the true and lawful
agent and attorney-in-fact of the signatory with respect to such Shares (and all
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates for such Shares (and any and all Distributions) or transfer
ownership of such Shares (and any and all Distributions) on the account books
maintained by the Book-Entry Transfer Facility, together, in any such case, with
all accompanying evidences of transfer and authenticity, to or upon the order of
Purchaser, (ii) present such Shares (and any and all Distributions) for transfer
on the books of Esperion, and (iii) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares (and any and all
Distributions), all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the signatory hereby irrevocably
appoints Henry A. McKinnell, Jeffrey B. Kindler and Margaret M. Foran, and each
of them, the attorneys-in-fact and proxies of the signatory, each with full
power of substitution, to vote at any annual or special meeting of Esperion
stockholders or any adjournment or postponement thereof or otherwise in such
manner as each such attorney-in-fact and proxy or his or her substitute shall in
his or her sole discretion deem proper with respect to, to execute any written
consent concerning any matter as each such attorney-in-fact and proxy or his or
her substitute shall in his or her sole discretion deem proper with respect to,
and to otherwise act as each such attorney-in-fact and proxy or his or her
substitute shall in his or her sole discretion deem proper with respect to, all
of the Shares (and any and all Distributions) tendered hereby and accepted for
payment by Purchaser. This appointment will be effective if and when, and only
to the extent that, Purchaser accepts such Shares for payment pursuant to the
Offer. This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for payment of such Shares in accordance with
the terms of the Offer. Such acceptance for payment shall, without further
action, revoke any prior powers of attorney and proxies granted by the signatory
at any time with respect to such Shares (and any and all Distributions), and no
subsequent powers of attorney, proxies, consents or revocations may be given by
the signatory with respect thereto (and, if given, will not be deemed
effective). Purchaser reserves the right to require that, in order for the
Shares or other securities to be deemed validly tendered, immediately upon
Purchaser's acceptance for payment of such Shares, Purchaser must be able to
exercise full voting, consent and other rights with respect to such Shares (and
any and all Distributions), including voting at any meeting of Esperion's
stockholders.
The signatory hereby represents and warrants that the signatory has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and all Distributions and that, when the same are accepted for payment by
Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges and encumbrances and the same will not be subject to any adverse claims.
The signatory will, upon request, execute and deliver any additional documents
deemed by the Depositary or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of the Shares tendered hereby and all
Distributions. In addition, the signatory shall remit and transfer promptly to
the Depositary for the account of Purchaser all Distributions in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and, pending such remittance and
6
transfer or appropriate assurance thereof, Purchaser shall be entitled to all
rights and privileges as owner of each such Distribution and may withhold the
entire purchase price of the Shares tendered hereby or deduct from such purchase
price, the amount or value of such Distribution as determined by Purchaser in
its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the signatory, and any obligation of the signatory
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
signatory. Except as stated in the Offer, this tender is irrevocable.
The signatory understands that the valid tender of the Shares pursuant to
any one of the procedures described in Section 2 (Procedures for Tendering
Shares of Company Common Stock in the Offer) of the Offer to Purchase and in the
Instructions hereto will constitute a binding agreement between the signatory
and Purchaser upon the terms and subject to the conditions of the Offer (and if
the Offer is extended or amended, the terms or conditions of any such extension
or amendment). The signatory recognizes that under certain circumstances set
forth in the Offer to Purchase, Purchaser may not be required to accept for
payment any of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue any certificates for the Shares not tendered or not accepted for payment
and/or the check for the purchase price of all of the Shares tendered in the
name(s) of the registered holder(s) appearing above under "Description of Shares
Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail any certificates for the Shares not tendered or not
accepted for payment and/or the check for the purchase price of all of the
Shares tendered (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Shares Tendered." in the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
return any certificates evidencing Shares not tendered or not accepted for
payment and/or the check for the purchase price of all Shares tendered (and any
accompanying documents, as appropriate) in the name(s) of, and return any such
certificates and/or check (and any accompanying documents, as appropriate) to,
the person(s) so indicated. Unless otherwise indicated herein in the box
entitled "Special Payment Instructions," please credit any Shares tendered
herewith by book-entry transfer that are not accepted for payment by crediting
the account at the Book-Entry Transfer Facility designated above. The signatory
recognizes that Purchaser has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder
thereof if Purchaser does not accept for payment any of the Shares so tendered.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES.
No signature guarantee is required on this Letter of Transmittal (a) if
this Letter of Transmittal is signed by the registered holder(s) (which term,
for purposes of this Section, includes any participant in the Book-Entry
Transfer Facility's systems whose name appears on a security position listing as
the owner of the Shares) of Shares tendered herewith, unless such registered
holder(s) has completed either the box entitled "Special Payment Instructions"
or the box entitled "Special Delivery Instructions" on the Letter of Transmittal
or (b) if such Shares are tendered for the account of a financial institution
(including most commercial banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agent's Medallion
Program, the Nasdaq Stock Market Medallion Signature Guarantee Program or the
Stock Exchange Medallion Program or by any other "eligible guarantor
institution," as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (each, an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 5.
2. REQUIREMENTS OF TENDER.
This Letter of Transmittal is to be completed by stockholders if
certificates are to be forwarded herewith or, unless an Agent's Message is
utilized, if tenders are to be made pursuant to the procedure for tender by
book-entry transfer set forth in Section 2 (Procedures for Tendering Shares of
Company Common Stock in the Offer) of the Offer to Purchase. Share Certificates
evidencing tendered Shares, or timely confirmation (a "Book-Entry Confirmation")
of a book-entry transfer
7
of Shares into the Depositary's account at the Book-Entry Transfer Facility, as
well as this Letter of Transmittal (or a facsimile hereof), properly completed
and duly executed, with any required signature guarantees, or an Agent's Message
in connection with a book-entry transfer, and any other documents required by
this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date (as defined in the Offer
to Purchase). Stockholders whose Share Certificates are not immediately
available, or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis or who cannot deliver all other required documents to
the Depositary prior to the Expiration Date, may tender their Shares by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth in Section 2 (Procedures for Tendering
Shares of Company Common Stock in the Offer) of the Offer to Purchase. Pursuant
to such procedure: (i) such tender must be made by or through an Eligible
Institution; (ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form made available by Purchaser, must be
received by the Depositary prior to the Expiration Date; and (iii) the Share
Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in
proper form for transfer, in each case together with the Letter of Transmittal
(or a facsimile thereof), properly completed and duly executed, with any
required signature guarantees (or, in the case of a book-entry delivery, an
Agent's Message) and any other documents required by this Letter of Transmittal,
must be received by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery. For purposes of the foregoing,
a trading day is any day on which the Nasdaq National Market is open for
business. If Share Certificates are forwarded separately to the Depositary, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
The method of delivery of this Letter of Transmittal, Share Certificates
and all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the option and the risk of the tendering stockholder
and the delivery will be deemed made only when actually received by the
Depositary (including, in the case of book-entry transfer, receipt of a
Book-Entry Confirmation). If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. In all cases, sufficient
time should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be exchanged. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE.
If the space provided herein is inadequate, the certificate numbers and/or
the number of Shares and any other required information should be listed on a
separate signed schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If fewer than all of the Shares evidenced by any Share Certificate are to
be tendered, fill in the number of Shares that are to be tendered in the box
entitled "Number of Shares Tendered." in this case, new Share Certificates for
the Shares that were evidenced by your old Share Certificates, but were not
tendered by you, will be sent to you, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by Share Certificates delivered to the
Depositary will be deemed to have been tendered unless indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are held of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares 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 certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of the authority of such person so to
8
act must be submitted. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsements of
certificates or separate stock powers are required unless payment is to be made
or certificates for Shares not tendered or not accepted for payment are to be
issued in the name of a person other than the registered holder(s). Signatures
on any such Share 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 holder(s) of the certificate(s) listed and transmitted hereby, the
certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on the certificate(s). Signature(s) on any such Share Certificates or stock
powers must be guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES.
Except as otherwise provided in this Instruction 6, Purchaser will pay all
stock transfer taxes with respect to the transfer and sale of any Shares to
Purchaser or its order pursuant to the Offer. If, however, payment of the
purchase price is to be made to any person other than the registered holder(s),
or if tendered certificate(s) are registered in the name of any person other
than the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s) or such other
person) payable on account of the transfer to such other person will be deducted
from the purchase price of such Shares tendered unless evidence satisfactory to
Purchaser of the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) evidencing the Shares
tendered hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS.
If a check is to be issued to a person other than the signer of this Letter
of Transmittal or if a check is to be returned to a person other than the
person(s) signing this Letter of Transmittal or to an address other than that
shown in this Letter of Transmittal, the appropriate boxes on this Letter of
Transmittal must be completed.
8. WAIVER OF CONDITIONS.
Subject to the terms and conditions of the Merger Agreement (as defined in
the Offer to Purchase), Purchaser reserves the right, in its sole discretion, to
waive, at any time or from time to time, any of the specified conditions (other
than the Minimum Condition (as defined in the Offer to Purchase)) of the Offer,
in whole or in part, in the case of any Shares tendered.
9. BACKUP WITHHOLDING.
In order to avoid backup withholding of U.S. federal income tax on payments
of cash in the Offer, a stockholder tendering Shares in the Offer who is a U.S.
citizen or a U.S. resident alien must, unless an exemption applies, provide the
Depositary with such stockholder's correct taxpayer identification number
("TIN") on Substitute Form W-9 included in this Letter of Transmittal and
certify under penalties of perjury that such TIN is correct and that such
stockholder is not subject to backup withholding. If a stockholder does not
provide such stockholder's correct TIN or fails to provide the certifications
described above, the Internal Revenue Service (the "IRS") may impose a penalty
on such stockholder and payment of cash to such stockholder in the Offer may be
subject to backup withholding.
Backup withholding is not an additional tax. Rather, the amount of the
backup withholding can be credited against the Federal income tax liability of
the person subject to the backup withholding, provided that the required
information is given to the IRS. If backup withholding results in an overpayment
of tax, a refund can be obtained by the stockholder upon filing an income tax
return.
The stockholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner(s) of the
Shares tendered herewith. If such Shares are held in more than one name, or are
not in the name of the actual owner(s), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
9
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked,
the stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number at the bottom of the Substitute Form W-9 in order
to avoid backup withholding. Notwithstanding that the box in Part 3 is checked
and the Certificate of Awaiting Taxpayer Identification Number is completed, the
Depositary will withhold a portion of all payments made prior to the time a
properly certified TIN is provided to the Depositary. However, such amounts will
be refunded to such Stockholder if a TIN is provided to the Depositary within 60
days.
See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for more instructions.
Certain stockholders (among others, corporations and certain other
taxpayers that come within certain other exempt categories and can demonstrate
that fact) are not subject to backup withholding. Tendering stockholders who are
not U.S. citizens or U.S. resident aliens should complete and sign the main
signature form and an IRS Form W-8BEN, "Certificate of Foreign Status of
Beneficial Owner for United States Tax Withholding," or other appropriate IRS
Form W-8, copies of which may be obtained from the Depositary, in order to avoid
backup withholding. Stockholders should consult their tax advisors about
qualifying for exemption from backup withholding and the procedure for obtaining
such exemption.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be directed to the Information Agent at the addresses and phone
numbers set forth below, or from brokers, dealers, commercial banks or trust
companies.
11. LOST, DESTROYED OR STOLEN CERTIFICATES.
If any certificate representing Shares has been lost, destroyed or stolen,
the stockholder should promptly notify StockTrans, Inc. in its capacity as
transfer agent for the Shares telephone number: (610) 649-7300. The stockholder
will then be instructed 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.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES
MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH
CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH
THE PROCEDURES FOR GUARANTEED DELIVERY. FAILURE TO SO COMPLY WILL CAUSE THE
SHARES NOT TO BE TENDERED.
IMPORTANT TAX INFORMATION
Under the federal income tax law, unless an exemption applies, a
stockholder whose tendered Shares are accepted for payment is required to
provide the Depositary with such stockholder's correct TIN on the Substitute
Form W-9 below. If such stockholder is an individual, the TIN is such
stockholder's Social Security Number. If a tendering stockholder is subject to
backup withholding, such stockholder must cross out Item (2) of Part 2 on the
Substitute Form W-9. If the Depositary is not provided with the correct TIN, the
stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. If the stockholder makes a false statement with no reasonable basis
which results in no imposition of backup withholding, the stockholder may be
subject to a $500 penalty imposed by the Internal Revenue Service. The
stockholder may be subject to criminal penalties including fines and
imprisonment if the stockholder falsifies certifications or affirmations. In
addition, payments that are made to such stockholder may be subject to backup
withholding at the fourth lowest rate of tax applicable to unmarried individuals
(the "Withholding Rate").
Certain stockholders (including, among others, corporations and certain
other taxpayers that come within certain other exempt categories and can
demonstrate that fact) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a properly
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completed IRS Form W-8BEN (or other appropriate IRS Form W-8), attesting to that
individual's exempt status. Such forms may be obtained from the Depositary.
Exempt stockholders, other than foreign individuals, should furnish their TIN,
select "Exempt" in Part 4 of the Substitute Form W-9 and sign, date and return
the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold a
percentage of any reportable payments made to the stockholder at the Withholding
Rate. Backup withholding is not an additional tax. Rather, the federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If backup withholding results in an overpayment of
taxes, a refund may be obtained from the Internal Revenue Service, provided that
the required information is furnished to the Internal Revenue Service in a
timely manner.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares tendered pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN (or the TIN
of another payee) by completing the form below certifying that the TIN provided
on Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN).
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the TIN (e.g., Social
Security Number or Employer Identification Number) of the record holder of the
Shares. If the Shares are in more than one name, or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report. If the tendering stockholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future, the
stockholder should check the box in Part 3 and sign, date and return the
Substitute Form W-9. If the box in Part 3 is checked, the Depositary will
withhold from the reportable payments made to the stockholder at the Withholding
Rate, but such withholdings will be refunded if the tendering stockholder
provides a TIN within 60 days.
Manually signed facsimile copies of this Letter of Transmittal will be
accepted. This Letter of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each stockholder or such
stockholder's broker, dealer, bank, trust company or other nominee to the
Depositary at one of the addresses listed below.
EQUISERVE TRUST
<Table>
By Mail: By Overnight Delivery: By Hand:
EquiServe Trust EquiServe Trust Securities Transfer & Reporting
Corporate Actions Attn: Corporate Actions c/o EquiServe Trust
Post Office Box 43014 150 Royall Street 100 William's Street, Galleria
Providence, RI 02940-3014 Canton, MA 02021 New York, NY 10038
</Table>
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Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other tender offer materials may be directed to the Information Agent at their
number and location listed below, and will be furnished promptly free of charge.
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:
[MORROW & CO., INC. LOGO]
445 Park Avenue, 5th Floor
New York, New York 10022
(212) 754-8000
Banks and Brokers Call: (800) 654-2468
All Others Call Toll Free: (800) 607-0088
E-Mail: Espr.Info@Morrowco.com
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