EXHIBIT (a)(5)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF CLASS A COMMON STOCK
OF
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
TO
AC ACQUISITION SUBSIDIARY, INC.
A WHOLLY OWNED SUBSIDIARY
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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This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Offer (as defined below) if certificates
representing shares of class A common stock, par value $.01 of Chesapeake
Biological Laboratories, Inc. (the "Shares" and the certificates representing
such Shares, the "Share Certificates"), are not immediately available or time
will not permit the Share Certificates and all required documents to reach the
Depositary (as defined in the Offer to Purchase) on or prior to the Expiration
Date (as defined in the Offer to Purchase) or if the procedures for delivery by
book-entry transfer, as set forth in the Offer to Purchase, cannot be completed
on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand
or transmitted by facsimile transmission or mailed to the Depositary. See
Section 3 of the Offer to Purchase.
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 NOTICE OF GUARANTEED DELIVERY 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.
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 under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box in the Letter of Transmittal.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to AC Acquisition Subsidiary, Inc., a
Maryland corporation and a wholly owned subsidiary of Cangene Corporation, a
Canadian corporation, in accordance with the terms and subject to the
conditions set forth in Purchaser's Offer to Purchase, dated November 17, 2000
(the "Offer to Purchase") and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer"),
receipt of which is hereby acknowledged, the number of Shares indicated below
pursuant to the procedures for guaranteed delivery set forth in Section 3 of
the Offer to Purchase.
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Number of Shares: ------------------- Name(s) of Record Holder(s): --------
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Certificate Nos. (if available):
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PLEASE PRINT
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- ------------------------------------- Address(es): ------------------------
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ZIP CODE
Check here if Shares will be tendered
by book-entry transfer: [ ] Area Code and Tel No.:
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Account Number: Signatures:
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Dated: ----------------------- , 2000
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, 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 ("Exchange Act") (a)
represents that the above named person(s) "own(s)" the Shares tendered hereby
within the meaning of Rule 14e-4 promulgated under the Exchange Act, (b)
represents that such tender of Shares complies with Rule 14e-4 under the
Exchange Act, and (c) guarantees to deliver to the Depositary either the Share
Certificates evidencing all tendered Shares, in proper form for transfer, or a
Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to
such Shares, in either case, together with the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to
Purchase) in the case of a book-entry delivery, and any other required
documents, all within three Nasdaq National Market trading days after the date
hereof.
The eligible guarantor institution that completes this form must communicate
the guarantee to the Depositary and must deliver the Letter of Transmittal and
Share Certificates to the Depositary within the time period indicated herein.
Failure to do so may result in financial loss to such eligible guarantor
institution.
Name of Firm:
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Authorized Signature
Address: Name:
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Please Print
Title:
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Zip Code
Area Code & Tel. No.: Date: , 2000
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NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD
BE SENT WITH YOUR LETTER OF TRANSMITTAL.