EXHIBIT 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
PHIBRO ANIMAL HEALTH CORPORATION
PHILIPP BROTHERS NETHERLANDS III B.V.
TO EXCHANGE
UNITS CONSISTING OF $103,207,000 AGGREGATE PRINCIPAL AMOUNT OF 13% SENIOR
SECURED NOTES DUE 2007 OF PHIBRO ANIMAL HEALTH CORPORATION AND $24,284,000
AGGREGATE PRINCIPAL AMOUNT OF 13% SENIOR SECURED NOTES DUE 2007 OF PHILIPP
BROTHERS NETHERLANDS III B.V. WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS, DATED FEBRUARY 4, 2005
FOR ALL OUTSTANDING
UNITS CONSISTING OF $103,207,000 AGGREGATE PRINCIPAL AMOUNT OF 13% SENIOR
SECURED NOTES DUE 2007 OF PHIBRO ANIMAL HEALTH CORPORATION AND $24,284,000
AGGREGATE PRINCIPAL AMOUNT OF 13% SENIOR SECURED NOTES DUE 2007 OF PHILIPP
BROTHERS NETHERLANDS III B.V.
As set forth in the Prospectus dated February 4, 2005 (the "Prospectus") of
Phibro Animal Health Corporation (the "US Issuer") and Philipp Brothers
Netherlands III B.V. (the "Dutch Issuer" and, together with the US Issuer, the
"Issuers") and in the accompanying Letter of Transmittal (the "Letter of
Transmittal"), this form or one substantially equivalent hereto must be used to
accept the Issuers' offer to exchange (the "Exchange Offer") 127,491 of the
Issuers' units (the "New Units") consisting of $103,207,000 aggregate principal
amount of 13% Senior Secured Notes of the US Issuer due 2007 (the "US Notes")
and $24,284,000 aggregate principal amount of 13% Senior Secured Notes of the
Dutch Issuer due 2007 (the "Dutch Notes" and, together with the US Notes, the
"New Notes"), which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to a Registration Statement of which
the Prospectus is a part, for 127,491 of the Issuers' outstanding unregistered
units (the "Existing Units") consisting of $103,207,000 aggregate principal
amount of 13% Senior Secured Notes of the US Issuer due 2007 (the "Existing US
Notes") and $24,284,000 aggregate principal amount of 13% Senior Secured Notes
of the Dutch Issuer due 2007 (the "Existing Dutch Notes" and, together with the
Existing US Notes, the "Existing Notes"), if certificates for the Existing Notes
are not immediately available or if the Existing Notes, the Letter of
Transmittal or any other documents required thereby cannot be delivered to the
Exchange Agent, or the procedures for book-entry transfer or for a confirmation
of blocking instructions cannot be completed, prior to 5:00 P.M., New York City
time, on the Expiration Date (as defined below). This form may be delivered by
an Eligible Institution by hand or transmitted by facsimile transmission,
overnight courier or mail to the Exchange Agent as set forth below. Capitalized
terms used but not defined herein have the meaning given to them in the
Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 7,
2005, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF EXISTING
UNITS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
DELIVERY TO: HSBC BANK USA, NATIONAL ASSOCIATION, EXCHANGE AGENT
By Registered or Certified Mail, by Hand or Overnight Courier:
HSBC Bank USA, National Association
One Hanson Place, Lower Level
Brooklyn, NY 11243
Attention: Paulette Shaw -- Corporate Trust
By Facsimile Transmission (for eligible institutions only):
(718) 488-4488
Attention: Paulette Shaw -- Corporate Trust
Confirm by Telephone:
(800) 662-9844
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal to be used to tender Existing Units is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the space provided therefor in the Letter of
Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuers, upon the terms and subject to
the conditions set forth in the Prospectus and the Letter of Transmittal (which
together constitute the "Exchange Offer"), receipt of which are hereby
acknowledged, the principal amount of Existing Units set forth below pursuant to
the guaranteed delivery procedures set forth in the Prospectus and Instruction 1
of the Letter of Transmittal.
The undersigned understands that the minimum permitted tender is of one
Existing Unit. All other tenders must be whole Existing Units (no fractional
Existing Units may be tendered). The undersigned understands that tenders of
Existing Units pursuant to the Exchange Offer may not be withdrawn after 5:00
p.m., New York City time, on the Expiration Date.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Existing Units (if available):
- --------------------------------------------------------------------------------
Principal Amount of Existing Units:
- --------------------------------------------------------------------------------
Name(s) of Record Holder(s):
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPE
Address:
- --------------------------------------------------------------------------------
If Existing Units will be delivered by book-entry transfer at the Depository
Trust Company, complete the following:
Name of Tendering Institution
- --------------------------------------------------------------------------------
Account Number Area Code and Tel. No.
- --------------------------------------------------------------------------------
Signature(s):
--------------------------------------
Dated: , 2005
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Existing Units exactly as its (their) name(s) appear(s) on the
certificate(s) for Existing Units covered hereby or on a security position
listing naming it (them) as the owner of such Existing Units, or by person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person(s) must
provide the following information:
PLEASE PRINT NAME(S), TITLE(S) AND ADDRESS(ES)
Name(s): -----------------------------------------------------------------------
Capacity(ies): -----------------------------------------------------------------
Address(es): -------------------------------------------------------------------
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office or correspondent in the United States or an
"Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents
that the tender of Existing Units effected hereby complies with Rule 14e-4 under
the Exchange Act and (b) guarantees to deliver to the Exchange Agent a
certificate or certificates representing the Existing Units tendered hereby, in
proper form for transfer (or a confirmation of the book-entry transfer of such
Existing Units into the Exchange Agent's account at DTC pursuant to the
procedures for book-entry transfer set forth in the Prospectus), and a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) together with any required signatures and any other required documents,
at the Exchange Agent's address set forth above, within five New York Stock
Exchange trading days after the date of execution of this Notice of Guaranteed
Delivery.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
AND EXISTING UNITS TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD
SPECIFIED FORTH ABOVE AND THAT ANY FAILURE TO DO SO COULD RESULT IN FINANCIAL
LOSS TO THE UNDERSIGNED.
Name of Firm: ------------------------------------------------------------------
Address: -----------------------------------------------------------------------
ZIP CODE
Area Code and Tel. No.: --------------------------------------------------------
- --------------------------------------------------------------------------------
AUTHORIZED SIGNATURE
Name: --------------------------------------------------------------------------
PLEASE PRINT OR TYPE
Date: , 2005
NOTE: DO NOT SEND EXISTING UNITS WITH THIS FORM; EXISTING UNITS SHOULD BE SENT
WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE
AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE.
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