EXHIBIT (a)(4)
LETTER OF TRANSMITTAL
TO TENDER WARRANTS
OF
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
AT $4.60 NET PER WARRANT LESS THE EXERCISE PRICE OF SUCH WARRANT
PURSUANT TO THE OFFER TO PURCHASE DATED NOVEMBER 17, 2000
OF
AC ACQUISITION SUBSIDIARY, INC.
A WHOLLY OWNED SUBSIDIARY OF
OF
CANGENE CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON JANUARY 3, 2001, UNLESS THE OFFER IS EXTENDED.
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The Depositary for the Offer is:
THE BANK OF NEW YORK
BY MAIL: BY HAND/OVERNIGHT COURIER:
Tender & Exchange Department Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
BY FACSIMILE:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(212) 815-6213
FOR CONFIRMATION OF FACSIMILE, TELEPHONE:
(212) 815-6156
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN
AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR, WITH
SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH
BELOW. SEE INSTRUCTION 9.
This Letter of Transmittal is to be completed by holders of Warrants (as
defined below) of Chesapeake Biological Laboratories, Inc. ("Warrant Holders")
who hold certificates evidencing Warrants ("Warrant Certificates") which are to
be forwarded herewith.
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DESCRIPTION OF WARRANTS TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) WARRANT CERTIFICATES TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAMES(S) APPEAR(S) ON (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
WARRANT CERTIFICATE)
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Total Number of
Purchase Price Underlying
Exercise Price of of Warrant(s) Shares of
Warrant(s) Per Per Share of Common Stock
Share of Underlying Evidenced by
Underlying Shares of Shares of Warrant
Common Stock Common Stock Certificate(s)
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NOTE: SIGNATURES MUST BE PROVIDED ON PAGE 5.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to AC Acquisition Subsidiary, Inc., a
Maryland corporation (the "Purchaser"), which is a wholly owned subsidiary of
Cangene Corporation, the above described Warrants ("Warrants") to purchase
shares of class A common stock, par value $.01 per share, of Chesapeake
Biological Laboratories, Inc., a Maryland corporation (the "Company"), at a
price of $4.60 per Warrant less the exercise price of such Warrant, net to the
seller in cash, less any required withholding of taxes and without the payment
of interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated November 17, 2000 (the "Offer to Purchase"), receipt
of which is hereby acknowledged, and in this Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Purchaser all
right, title and interest in and to all of the Warrants that are being tendered
hereby and any and all dividends, distributions, rights, other Warrants or
other securities issued, paid or distributed or issuable, payable or
distributable in respect of such Warrants on or after November 17, 2000 and
prior to the transfer to the name of Purchaser (or a nominee or transferee of
Purchaser) on the Company's transfer records of the Warrants tendered herewith
(collectively, a "Distribution"), and irrevocably appoints the Depositary the
true and lawful agent, attorney-in-fact and proxy of the undersigned with
respect to such Warrants (and any Distribution), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to (a) deliver certificates representing such
Warrants ("Warrant Certificates")(and any Distribution), together with
appropriate evidences of transfer, to the Depositary for the account of
Purchaser, (b) present such Warrants (and any Distribution) for transfer on the
books of the Company and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Warrants (and any Distribution), all in
accordance with the terms and subject to the conditions of the Offer.
The undersigned hereby represents and warrants that (a) the undersigned
has full power and authority to tender, sell, assign and transfer the
undersigned's Warrants (and any Distribution) tendered hereby, and (b) when the
Warrants are accepted for payment by Purchaser, Purchaser will acquire good,
marketable and unencumbered title to the Warrants (and any Distribution), free
and clear of all liens, restrictions, charges and encumbrances, and the same
will not be subject to any adverse claim and will not have been transferred to
Purchaser in violation of any contractual or other restriction on the transfer
thereof. The undersigned, upon request, will 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 Warrants tendered hereby (and
any Distribution). In addition, the undersigned shall promptly remit and
transfer to the Depositary for the account of Purchaser any and all
Distributions in respect of the Warrants tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance or
appropriate assurance thereof,
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Purchaser will be, subject to applicable law, entitled to all rights and
privileges as owner of any such Distribution and may withhold the entire
purchase price or deduct from the purchase price the amount or value thereof,
as determined by Purchaser, in its sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
Tenders of Warrants made pursuant to the Offer are irrevocable, except
that Warrants tendered pursuant to the Offer may be withdrawn at any time prior
to the Expiration Date, and, unless theretofore accepted for payment by the
Purchaser pursuant to the Offer, may also be withdrawn at any time after
January 3, 2001. See Section 4 of the Offer to Purchase.
The undersigned understands that tenders of Warrants pursuant to any of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and Purchaser upon the terms and subject to the conditions set forth in the
Offer, including the undersigned's representation that the undersigned owns the
Warrants being tendered.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or issue or return any
certificate(s) for Warrants not accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Warrants Tendered."
Similarly, unless otherwise indicated herein under "Special Delivery
Instructions," please mail the check for the purchase price and/or any Warrant
Certificate(s) not accepted for payment (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Warrants Tendered." In the event that both the "Special
Delivery Instructions" and the "Special Payment Instructions" are completed,
please issue the check for the purchase price and/or any Warrant Certificate(s)
not accepted for payment in the name of, and deliver such check and/or such
Warrant Certificate(s) to, the person or persons so indicated. The undersigned
recognizes that the Purchaser has no obligation, pursuant to the Special
Payment Instructions, to transfer any Warrants from the name(s) of the
registered holder(s) thereof if the Purchaser does not accept for payment any
of the Warrants so tendered.
[ ] CHECK HERE IF ANY WARRANT CERTIFICATES REPRESENTING WARRANTS THAT YOU OWN
HAVE BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 11.
NUMBER OF WARRANTS REPRESENTED BY LOST, STOLEN OR DESTROYED WARRANT
CERTIFICATES:
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Warrant Certificate(s) not tendered or not accepted
for payment and/or the check for the purchase price of Warrants accepted for
payment are to be issued in the name of someone other than the undersigned.
Issue [ ] Check [ ] Warrant Certificate(s) to:
Name:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR
(INCLUDE ZIP CODE)
SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9
INCLUDED HEREIN)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Warrant Certificate(s) not accepted for payment and/or
the check for the purchase price of Warrants accepted for payment are to be
sent to someone other than the undersigned or to the undersigned at an address
other than that shown above.
Issue [ ] Check [ ] Warrant Certificate(s) to:
Name:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR
SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9
INCLUDED HEREIN)
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IMPORTANT -- SIGN HERE
AND COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9
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SIGNATURE(S) OF HOLDER(S)
Dated:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Warrant Certificate(s). If signed by person(s) to whom the Warrants
represented hereby have been assigned or transferred as evidenced by
endorsement or stock powers transmitted herewith, the signatures must be
guaranteed. If signature is by an officer on behalf of a corporation or by an
executor, administrator, trustee, guardian, attorney, agent or any other
person acting in a fiduciary or representative capacity, please provide the
following information. See Instruction 5.)
Name(s)
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(PLEASE PRINT)
Capacity (full title)
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(See instruction 5)
Address
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(INCLUDE ZIP CODE)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
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Name(s)
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(PLEASE PRINT)
Name of Firm
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Address
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(INCLUDE ZIP CODE)
Area Code and Telephone Number
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Dated: ----------------------------- , 2000
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5
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) of Warrants tendered herewith, unless such holder(s) has
completed either the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions," or (b) if such Warrants are tendered
for the account of a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer Association
Inc., including the Securities Transfer Agents Medallion Program (STAMP), the
Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange
Medallion Signature Program (MSP) or any other "eligible guarantor institution"
(as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934) (each of
the foregoing, an "Eligible Institution"). In all other cases, all signatures
on this Letter of Transmittal must be guaranteed by an Eligible Institution.
See Instruction 5 of this Letter of Transmittal.
2. Requirements of Tender. This Letter of Transmittal is to be completed
by Warrant Holders either if Warrant Certificates are to be forwarded herewith.
Warrant Certificates evidencing tendered Warrants, as well as this Letter of
Transmittal (or a facsimile hereof), properly completed and duly executed, with
any required signature guarantees and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date. If Warrant
Certificates are forwarded separately in multiple deliveries to the Depositary,
a properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) must accompany each such delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, WARRANT CERTIFICATES
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE DEPOSITARY. 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 WARRANTS WILL BE
PURCHASED. ALL TENDERING WARRANT HOLDERS, BY EXECUTION OF THIS LETTER OF
TRANSMITTAL (OR A FACSIMILE HEREOF), WAIVE ANY RIGHT TO RECEIVE ANY NOTICE OF
THE ACCEPTANCE OF THEIR WARRANTS FOR PAYMENT.
3. Inadequate Space. If the space provided herein is inadequate, the
Warrant Certificate numbers and/or the number of Warrants and any other
required information should be listed on a separate signed schedule attached
hereto.
4. Partial Tenders (Not Applicable to Warrant Holders).
5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the
Warrants tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the Warrant Certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Warrants tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any of
the tendered Warrants are registered in different names on several Warrant
Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of Warrant
Certificates.
If this Letter of Transmittal or any Warrant Certificates or stock powers
are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Purchaser of their authority so to act must
be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Warrants listed and transmitted hereby, no endorsements of Warrant Certificates
or separate stock powers are required unless payment is to be made to, or
Warrant Certificates for Warrants not purchased are to be issued
6
in the name of, a person other than the registered holder(s). In such latter
case, SIGNATURES ON SUCH WARRANT 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 Warrant Certificate(s) listed, the Warrant
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 on
the Warrant Certificate(s). Signatures on such 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 any stock transfer taxes with respect to the transfer and
sale of Warrants to it or its order pursuant to the Offer. If, however, payment
of the purchase price is to be made to, or if Warrant Certificates for Warrants
not tendered or accepted for payment are to be registered in the name of, any
person other than the registered holder(s), or if tendered Warrant Certificates
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 person) payable on account of the transfer
to such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or an exemption therefrom, is submitted.
Except as otherwise provided in this Instruction 6, it will not be necessary
for transfer tax stamps to be affixed to the Warrant Certificate(s) listed in
this Letter of Transmittal.
7. Special Payment and Delivery Instructions. If a check is to be issued
in the name of, and/or Warrant Certificates for Warrants not accepted for
payment are to be issued or returned to, a person other than the signer of this
Letter of Transmittal or if a check and/or such Warrant Certificates are 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), the conditions of the Offer
may be waived by the Purchaser in whole or in part at any time and from time to
time in its sole discretion.
9. 31% Backup Withholding; Substitute Form W-9. Under U.S. federal income
tax law, a stockholder who tenders Warrants pursuant to the Offer is required
to provide the Depositary with such stockholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 and to certify that the
TIN provided on Substitute Form W-9 is correct (or that such stockholder is
awaiting a TIN). If such stockholder is an individual, the TIN is his or her
social security number. If the Depositary is not provided with the correct TIN,
such stockholder may be subject to a $50 penalty imposed by the Internal
Revenue Service and payments that are made to such stockholder with respect to
Warrants pursuant to the Offer may be subject to backup withholding (see
below).
A stockholder who does not have a TIN may check the box in Part 3 of the
Substitute Form W-9 if such stockholder has applied for a number or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder must also complete the "Certificate of Awaiting Taxpayer
Identification Number" below in order to avoid backup withholding. If the box
is checked, payments made will be subject to backup withholding unless the
stockholder has furnished the Depositary with his or her TIN within 60 days. A
stockholder who checks the box in Part 3 in lieu of furnishing such
stockholder's TIN should furnish the Depositary with such stockholder's TIN as
soon as it is received.
Certain Warrant Holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding
requirements. In order for a foreign individual to qualify as an exempt
recipient, that stockholder must submit a statement, signed under penalty of
perjury, attesting to that individual's exempt status (Form W-8). Forms for
such statements can be obtained from the Depositary. Warrant Holders are urged
to consult their own tax advisors to determine whether they are exempt from
these backup withholding and reporting requirements.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments to be made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of
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persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained by filing a tax return with the Internal Revenue Service. The
Depositary cannot refund amounts withheld by reason of backup withholding.
10. Requests for Assistance or Additional Copies. Questions or requests
for assistance may be directed to the Information Agent at the address and
telephone number set forth below. Additional copies of the Offer to Purchase
and this Letter of Transmittal also may be obtained from the Information Agent
or from brokers, dealers, commercial banks or trust companies.
11. Lost, Destroyed or Stolen Certificates. If any Warrant Certificate has
been lost, destroyed or stolen, the stockholder should promptly notify the
Depositary. The stockholder then will be instructed as to the steps that must
be taken in order to replace the Warrant Certificate. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost or destroyed Warrant Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER
WITH WARRANT CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY
THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
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PAYOR'S NAME:
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN
IN THE BOX AT RIGHT AND CERTIFY BY ------------------
FORM W-9 SIGNING AND DATING BELOW Social Security Number
(If awaiting TIN write
DEPARTMENT OF TREASURY "Applied For")
OR
INTERNAL REVENUE SERVICE ------------------------
Employer Identification Number
PAYER'S REQUEST FOR (If awaiting TIN write
"Applied For")
TAXPAYER IDENTIFICATION
NUMBER ("TIN")
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PART 2 -- CERTIFICATION -- Under penalties of perjury, I certify that:
(1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a
number to be issued to 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.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the
IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were subject to backup withholding you received
another notification from the IRS stating that you are no longer subject to backup withholding, do not cross
out such item (2).
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SIGNATURE _________________________ Date _______________ , 2000 Part 3 -- Awaiting TIN [ ]
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
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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 by the
time of payment, 31% of all reportable payments made to me will be withheld.
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Signature Date
Name:
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(Please Print)
Address:
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(Include ZIP Code)
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The Information Agent for the Offer is:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL FREE (800) 322-2885