EXHIBIT 99.02
QUINTILES TRANSNATIONAL CORP.
NOTICE OF GUARANTEED DELIVERY
UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2013
(CUSIP: 748767AD2 AND U74896AB4)
($450,000,000 AGGREGATE PRINCIPAL AMOUNT OUTSTANDING ISSUED SEPTEMBER 25, 2003)
As set forth in the Prospectus dated , 2004 (the "Prospectus")
of Quintiles Transnational Corp. ("Quintiles") and in the accompanying letter of
transmittal and instructions thereto (the "Letter of Transmittal"), this form or
one substantially equivalent hereto must be used to accept Quintiles' offer to
exchange up to $450,000,000 aggregate principal amount of 10% Senior
Subordinated Notes due 2013, which have been registered under the Securities Act
of 1933, as amended (the "Securities Act") (the "exchange notes"), for the
remaining outstanding unregistered $450,000,000 aggregate principal amount of
10% Senior Subordinated Notes due 2013 ("private notes"), issued on September
25, 2003, if (i) certificates representing the private notes to be tendered for
exchange are not lost but are not immediately available, (ii) time will not
permit the Letter of Transmittal, certificates representing such private notes
or other required documents to reach the Exchange Agent prior to the Expiration
Date (as defined herein) or (iii) the procedures for book-entry transfer cannot
be completed prior to the Expiration Date. This form may be delivered by an
Eligible Institution (as defined in the Letter of Transmittal) by mail or hand
delivery or transmitted, via telegram, telex or facsimile, to the Exchange Agent
as set forth below. All capitalized terms used herein but not defined herein
shall have the meanings ascribed to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , 2004 (THE "EXPIRATION DATE") UNLESS THE OFFER IS EXTENDED BY
QUINTILES. TENDERS OF PRIVATE NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
TO: WELLS FARGO BANK, NATIONAL ASSOCIATION, EXCHANGE AGENT
By Registered and Certified Mail By Overnight Courier or Regular Mail: By Hand Delivery
Wells Fargo Bank , N.A. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations Corporate Trust Operations Corporate Trust Services
MAC N9303-121 MAC N9303-121 608 2nd Avenue South
P.O. Box 1517 6th & Marquette Avenue Northstar East Building - 12th Floor
Minneapolis, MN 55480 Minneapolis, MN 55479 Minneapolis, MN 55402
Attention: Reorg. Attention: Reorg Attention: Reorg
Or
By Facsimile Transmission:
(612) 667-4927
Confirm by Telephone:
(612) 667-9764
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE WITH
CONFIRMATION, OTHER THAN TO THE EXCHANGE AGENT AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING
CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND
REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. YOU SHOULD READ THE
INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU
COMPLETE THIS NOTICE OF GUARANTEED DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
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 on the Letter of Transmittal.
LADIES AND GENTLEMEN:
The undersigned hereby tender(s) to Quintiles, upon the terms and
subject to the conditions of the exchange offer as set forth in the Prospectus
and the Letter of Transmittal, receipt of which is hereby acknowledged, the
aggregate principal amounts of private notes set forth below pursuant to the
guaranteed delivery procedures set forth in the Prospectus.
The undersigned understands that tenders of private notes will be
accepted only in authorized denominations. The undersigned understands that
tenders of private notes pursuant to the exchange offer may not be withdrawn
after 5:00 p.m., New York City time, on the Expiration Date. Tenders of private
notes may be withdrawn if the exchange offer is terminated or as otherwise
provided in the Prospectus.
The undersigned understands that the exchange of private notes for
exchange notes will only be made after receipt by the Exchange Agent within
THREE (3) business days of the Expiration Date of:
(i) a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) with any required signature
guarantees,
(ii) certificates representing the private notes covered
hereby in proper form for transfer (or confirmation of the book-entry
transfer of such private notes into the Exchange Agent's account at The
Depository Trust Company, pursuant to the procedure for book-entry
transfer set forth in the Prospectus), and
(iii) this Notice of Guaranteed Delivery together with any
required documents.
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death or incapacity 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.
PLEASE SIGN AND COMPLETE
Date:
-----------------------
Principal Amount of UNREGISTERED 10%
SENIOR SUBORDINATED NOTES DUE 2013
Tendered:*
- -----------------------------------
Certificate No(s). of private notes Name(s) of Registered
(if available): Holder(s):
- ----------------------------------- -----------------------------------
2
- ----------------------------------- -----------------------------------
Address:
---------------------------
-----------------------------------
-----------------------------------
Area Code and Telephone
No.:
----------------
If private notes will be delivered by
book-entry transfer at The Depository Signature(s) of Registered Owner(s)
Trust Company, insert or Authorized Signatory:
Account No.:
----------------------- -----------------------------------
-----------------------------------
- -----------
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of
private notes exactly as its (their) name(s) appear on certificates for private
notes or on a security position listing as the owner of private notes, 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 must
provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name:
----------------------------------------------
----------------------------------------------
Capacity:
----------------------------------------------
Address(es):
----------------------------------------------
----------------------------------------------
----------------------------------------------
DO NOT SEND PRIVATE NOTES WITH THIS FORM. PRIVATE NOTES SHOULD BE SENT TO THE
EXCHANGE AGENT, TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
3
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 a correspondent in the
United States or an "eligible guarantor institution" as defined by Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby (a) represents that each Holder of private notes on whose behalf this
tender is being made "own(s)" the private notes covered hereby within the
meaning of Rule 13d-3 under the Exchange Act, (b) represents that such tender of
private notes complies with such Rule 14e-4, and (c) guarantees that, within
THREE (3) business days from the date of this Notice of Guaranteed Delivery, a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), together with certificates representing the private notes covered
hereby in proper form for transfer (or confirmation of the book-entry transfer
of such private notes into the Exchange Agent's account at The Depository Trust
Company, pursuant to the procedure for book-entry transfer set forth in the
Prospectus) and required documents will be deposited by the undersigned with the
Exchange Agent.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF
TRANSMITTAL AND PRIVATE NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE
TIME PERIOD SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS
TO THE UNDERSIGNED.
Name of Firm: Authorized Signature:
------------------------ -----------------
Address: Name:
---------------------------- ---------------------------------
Title:
---------------------------- ---------------------------------
Area Code and Telephone No.:
---------
4