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NOTICE OF GUARANTEED DELIVERY
OF
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
IMTEC INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED FEBRUARY 22, 2000
AT
$12.00 NET PER SHARE
BY
IMTC ACQUISITION CORP.,
AN INDIRECT, WHOLLY OWNED SUBSIDIARY OF
BRADY CORPORATION
As set forth in Section 3 of the Offer to Purchase (as defined below), this
form, or one substantially the same as this form, must be used to accept the
Offer (as defined below) if the certificates representing shares of common
stock, par value $.01 per share (the "Shares"), of Imtec Inc., a Delaware
corporation (the "Company"), are not immediately available or time will not
permit all required documents to reach Firstar Bank, National Association (the
"Depositary") prior to the Expiration Date (as defined in the Offer to Purchase)
or the procedures for book-entry transfer cannot be completed on a timely basis.
This form may be delivered by hand or transmitted by facsimile transmission or
mailed to the Depositary and must include a guarantee by an Eligible Institution
(as defined in the Offer to Purchase). See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
FIRSTAR BANK, NATIONAL ASSOCIATION
By Mail: By Hand or Overnight Delivery:
Corporate Trust Services Corporate Trust Services
P.O. Box 2077 1555 N. RiverCenter Drive
Milwaukee, WI 53201 Suite 301
Milwaukee, WI 53212
Facsimile for Eligible Institutions:
(414) 905-5049
To Confirm Facsimile Transmission By Telephone:
(414) 905-5300
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER
THAN AS LISTED ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery 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 as described in the instructions to the
Letter of Transmittal, such signature guarantee must appear in the applicable
space provided in the signature box on the Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tenders to IMTC Acquisition Corp., a Delaware
corporation ("Purchaser") and an indirect, wholly owned subsidiary of Brady
Corporation, a Wisconsin corporation, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated February 22, 2000 (the
"Offer to Purchase"), and the related Letter of Transmittal (which, as amended
or supplemented from time to time, together constitute the "Offer"), receipt of
which are hereby acknowledged, the number of Shares indicated below pursuant to
the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase.
Number of Shares:
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Share Certificate Numbers (if available):
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If Shares will be delivered by book-entry transfer:
DTC Account Number:
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Date:
--------------------------------------- , 2000
Names(s) of Record Holders(s):
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- -----------------------------------------------------
Please Type or Print
Address(es):
- ---------------------------------------
- -----------------------------------------------------
Zip Code
Telephone Number:
- -----------------------------------------------------
Area Code
Signature(s):
- --------------------------------------
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program (each, an "Eligible Institution"), hereby
guarantees that either the certificates representing the Shares tendered
hereby in proper form for transfer or timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at the Book-Entry
Transfer Facility (as defined in the Offer to Purchase and pursuant to
procedures set forth in Section 3 of the Offer to Purchase), together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message (as defined in the Offer to Purchase))
and any other documents required by the Letter of Transmittal, will be
received by the Depositary at one of its addresses set forth above within
three (3) New York Stock Exchange Inc. trading days after the date of
execution hereof.
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The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal,
certificates for Shares and/or any other required documents to the Depositary
within the time period shown above. Failure to do so could result in a financial
loss to such Eligible Institution.
Name of Firm:
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Address:
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Zip Code
Area Code and
Telephone Number:
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AUTHORIZED SIGNATURE
Name:
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Please Type or Print
Title:
- --------------------------------------------------------------------------------
Dated: __, 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES ARE TO BE DELIVERED WITH THE LETTER OF
TRANSMITTAL.
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