EXHIBIT (a)(1)(B)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
INNOVEDA, INC.
AT
$3.95 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 30, 2002
BY
INDIANA MERGER CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
MENTOR GRAPHICS CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, MAY 28, 2002,
UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
[WILMINGTON TRUST LOGO]
For Telephone Inquires:
(866) 521-0079
<Table>
By Mail: By Facsimile: By Hand/Overnight Courier:
CT Reorg. Svcs., Drop Code 1615 (302) 636-4145 Wilmington Trust Company
Wilmington Trust Company Confirm by Telephone: Rodney Square North
P.O. Box 8861 (302) 636-6518 1100 North Market Street
Wilmington, Delaware 19899-8861 Wilmington, Delaware 19890-1615
Attn: Corporate Trust Reorg. Svcs.
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR 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.
This Letter of Transmittal is to be used if certificates are to be forwarded
herewith or, unless an Agent's Message (as defined in the Offer to Purchase
dated April 30, 2002 (the "Offer to Purchase")) is utilized, if delivery of
Shares (as defined below) is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Offer -- Procedure for
Tendering Shares" of the Offer to Purchase.
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED
AND SHARES TENDERED APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
Total Shares
- ------------------------------------------------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the
Depositary are being tendered. See Instruction 4.
- ------------------------------------------------------------------------------------------------------------------------
</Table>
Holders of outstanding shares of common stock, par value $0.01 per share
(the "Shares"), of Innoveda, Inc. (the "Company") whose certificates for such
Shares (the "Share Certificates") are not immediately available or who cannot
deliver their Share Certificates and all other required documents to the
Depositary on or prior to the Expiration Date (as defined in the Offer to
Purchase), or who cannot complete the procedure for book-entry transfer on a
timely basis, may tender their Shares according to the guaranteed delivery
procedure set forth in "The Offer -- Procedure for Tendering
Shares -- Guaranteed Delivery" of the Offer to Purchase. See Instruction 2.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
LOST CERTIFICATES
[ ] I HAVE LOST MY CERTIFICATE(S) THAT REPRESENTED ________________ SHARES AND
REQUIRE ASSISTANCE IN OBTAINING A REPLACEMENT CERTIFICATE(S). I UNDERSTAND
THAT I MUST CONTACT THE DEPOSITARY AND/OR THE COMPANY TO OBTAIN INSTRUCTIONS
FOR REPLACING LOST CERTIFICATES. SEE INSTRUCTION 9.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
-----------------------------------------------------------------------------
Account Number
-----------------------------------------------------------------------------
Transaction Code Number
-----------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Stockholder(s)
-----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
---------------------------------------------------------------------
Name of Institution which Guaranteed Delivery
--------------------------------------------------------------------------
If delivery is by book-entry transfer:
Name of Tendering Institution
-----------------------------------------------------------------------------
Account Number
-----------------------------------------------------------------------------
Transaction Code Number
-----------------------------------------------------------------------------
2
Ladies and Gentlemen:
The undersigned hereby tenders to Indiana Merger Corporation ("Purchaser"),
a Delaware corporation and a wholly-owned subsidiary of Mentor Graphics
Corporation, an Oregon corporation, the above-described shares of common stock,
par value $0.01 per share ("Shares") of Innoveda, Inc., a Delaware corporation
(the "Company"), pursuant to Purchaser's offer to purchase all of the
outstanding Shares at $3.95 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated April 30, 2002 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which together, as each
may be amended or supplemented from time to time, constitute the "Offer").
Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its affiliates the right to purchase Shares
tendered pursuant to the Offer, but any such transfer or assignment will not
relieve Purchaser of its obligations under the Offer or prejudice the
undersigned's rights to receive payment for Shares validly tendered and accepted
for payment.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment) and
effective upon acceptance for payment of and payment for the Shares tendered
herewith, the undersigned hereby sells, assigns and transfers to, or upon the
order of, Purchaser all right, title and interest in and to all the Shares that
are being tendered hereby (and any and all other Shares or other securities
issued or issuable in respect thereof on or after April 23, 2002 (collectively,
the "Distributions")) and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (and any
Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates for such Shares (and any Distributions), or transfer ownership of
such Shares (and any Distributions) on the account books maintained by the
Book-Entry Transfer Facility, together, in any such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of Purchaser, (ii)
present such Shares (and any Distributions) for transfer on the books of the
Company and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any Distributions), all in accordance
with the terms and conditions of the Offer.
The undersigned hereby irrevocably appoints Walden C. Rhines and Gregory K.
Hinckley, individually, as the attorneys and proxies of the undersigned, each
with full power of substitution, to exercise all voting and other rights of the
undersigned in such manner as each such attorney and proxy or his substitute
shall in his sole discretion deem proper, with respect to all of the Shares
tendered hereby which have been accepted for payment by Purchaser prior to the
time of any vote or other action (and any associated Distributions), at any
meeting of stockholders of the Company (whether annual or special and whether or
not an adjourned meeting), by written consent or otherwise. This proxy is
irrevocable and is granted in consideration of, and is effective upon, the
acceptance for payment of such Shares by Purchaser in accordance with the terms
of the Offer. Such acceptance for payment shall revoke any other proxy or
written consent granted by the undersigned at any time with respect to such
Shares (and any associated Distributions), and no subsequent proxies will be
given or written consents will be executed by the undersigned (and if given or
executed, will not be deemed to be effective).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any Distributions) and that when the same are accepted for
payment by Purchaser, Purchaser will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claims. The undersigned will, upon request, 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
Shares tendered hereby (and any Distributions).
All authority herein conferred or agreed to be conferred 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. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in "The Offer -- Procedure for Tendering Shares" of the
Offer to Purchase and the instructions hereto will constitute the undersigned's
acceptance of the Offer and that Purchaser's acceptance for payment of the
Shares tendered will constitute a binding agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer. The
undersigned recognizes that under certain circumstances set forth in the Offer
to Purchase, Purchaser may not be required to accept for payment any of the
Shares tendered hereby.
3
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Share Certificates purchased, and
return any Shares not tendered or not purchased, in the name(s) of the
undersigned (and, in the case of Shares tendered by book-entry transfer, by
credit to the account at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the purchase price of any Share Certificates purchased and any certificates
for Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the purchase
price of any Share Certificates purchased and return any Shares not tendered or
not purchased in the name(s) of, and mail said check and any certificates to,
the person(s) so indicated. The undersigned recognizes that Purchaser has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if Purchaser does not
accept for payment any of the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 7)
To be completed ONLY if the check for the purchase price of Share
Certificates purchased (less the amount of any federal income and backup
withholding tax required to be withheld) or certificates for Shares not tendered
or not purchased are to be issued in the name of someone other than the
undersigned.
Mail: [ ] check
[ ] certificates to:
Name:
- ----------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------
- ------------------------------------------------------
(ZIP CODE)
- ------------------------------------------------------
(TAXPAYER IDENTIFICATION NO.)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 7)
To be completed ONLY if the check for the purchase price of Share
Certificates purchased (less the amount of any federal income and backup
withholding tax required to be withheld) or certificates for Shares not tendered
or not purchased are to be mailed to someone other than the undersigned or to
the undersigned at an address other than that shown below the undersigned's
signature(s).
Mail: [ ] check
[ ] certificates to:
Name:
- ----------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------
- ------------------------------------------------------
(ZIP CODE)
- ------------------------------------------------------
(TAXPAYER IDENTIFICATION NO.)
4
SIGN HERE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNERS)
Dated
- ------------------------
Name(s)
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
Title
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Name of Firm
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
Dated
- ------------------------
FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE ABOVE
5
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: WILMINGTON TRUST COMPANY
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT -----------------------------
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number
OR
DEPARTMENT OF THE TREASURY -----------------------------
INTERNAL REVENUE SERVICE Employer Identification
Number(s)
-------------------------------------------------------------------------------------
PAYER'S REQUEST FOR PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITH-
TAXPAYER IDENTIFICATION HOLDING (See Page 2 of enclosed Guidelines)
-----------------------------------------------------
NUMBER (TIN) AND PART 3 -- Certification Under Penalties of Perjury, PART 4 --
CERTIFICATION I certify that: Awaiting TIN [ ]
(1) The number shown on this form is my current
taxpayer identification number (or I am waiting for
a number to be issued to me) and
(2) I am not subject to backup withholding either
because I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to
backup withholding as a result of failure to
report all interest or dividends, or the IRS has
notified me that I am no longer subject to
backup withholding.
-------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 3 above if you
have been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you are subject to backup withholding you receive another
notification from the IRS stating that you are no longer subject to backup
withholding, do not cross out item (2).
SIGNATURE DATE ____________
NAME
ADDRESS
CITY STATE ____________ ZIP CODE ________
- ------------------------------------------------------------------------------------------------------------------
</Table>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9
PAYER'S NAME: WILMINGTON TRUST COMPANY
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 within sixty (60) days, a portion of
all reportable payments made to me thereafter will be withheld until I provide
such a number.
Signature Date ____________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF A PORTION OF ANY PAYMENT 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.
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a member of a recognized Medallion Program approved by The
Securities Transfer Association, Inc. or any other "eligible guarantor
institution" (as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended) (each an "Eligible Institution"). Signatures
on this Letter of Transmittal need not be guaranteed (i) if this Letter of
Transmittal is signed by the registered holder(s) of the Shares (which term, for
purposes of this document, shall include any participant in the Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of Shares) tendered herewith and such holder(s) have not completed the
instruction entitled "Special Payment Instructions" on this Letter of
Transmittal or (ii) if such Shares are tendered for the account of an Eligible
Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Shares. This Letter of
Transmittal is to be used if Share Certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if deliveries are to be made by
book-entry transfer pursuant to the procedures set forth in "The
Offer -- Procedure for Tendering Shares" of the Offer to Purchase. Share
Certificates for all physically delivered Shares, or a confirmation of a
book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of all Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal (or a manually signed facsimile thereof)
and any other documents required by this Letter of Transmittal, or an Agent's
Message in the case of a book-entry transfer, must be received by the Depositary
at one of its addresses set forth on the front page of this Letter of
Transmittal by the Expiration Date (as defined in the Offer to Purchase).
Stockholders whose Share Certificates are not immediately available, who
cannot deliver their Share Certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis, may tender their Shares
pursuant to the guaranteed delivery procedure described in Section 4 of the
Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by
or through an Eligible Institution; (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by Purchaser,
must be received by the Depositary prior to the Expiration Date; and (c) Share
Certificates for all tendered Shares, in proper form for tender, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three Nasdaq National
Market trading days of the date of execution of such Notice of Guaranteed
Delivery.
The method of delivery of Shares and all other required documents is at the
option and risk of the tendering stockholder. If certificates for Shares are
sent by mail, registered mail with return receipt requested, properly insured,
is recommended.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal,
the tendering stockholder waives any right to receive any notice of the
acceptance for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
Share Certificate numbers, the number of Shares evidenced by such Share
Certificates and the number of Shares tendered should be listed on a separate
signed schedule and attached hereto.
4. Partial Tenders (not applicable to stockholders who tender by
book-entry transfer). If fewer than all the Shares represented by any
certificate delivered to the Depositary are to be tendered, fill in the number
of Shares which are to be tendered in the box entitled "Number of Shares
Tendered." In such case, a new certificate for the remainder of the Shares
represented by the old certificate will be sent to the person(s) signing this
Letter of Transmittal, unless otherwise provided in the appropriate box on this
Letter of Transmittal, as promptly as practicable following the expiration or
termination of the Offer. All Shares represented by certificates delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.
7
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made, or Shares not
tendered or not purchased are to be returned, in the name of any person other
than the registered holder(s). Signatures on any such 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 Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
Purchaser of the authority of such person so to act must be submitted.
6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be returned in the name of, any
person other than the registered holder(s), or if a transfer tax is imposed for
any reason other than the sale or transfer of Shares to Purchaser pursuant to
the Offer, then the amount of any stock transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes, or
exemption therefrom, is submitted herewith.
7. Special Payment and Delivery Instructions. If the check for the
purchase price of any Shares purchased is to be issued, or any Shares not
tendered or not purchased are to be returned, in the name of a person other than
the person(s) signing this Letter of Transmittal or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer may request that Shares not
purchased be credited to such account at the Book-Entry Transfer Facility as
such stockholder may designate under "Special Payment Instructions." If no such
instructions are given, any such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above.
8. Substitute Form W-9. Under the United States federal income tax laws,
the Depositary will be required to withhold a portion of the amount of any
payments made to certain stockholders pursuant to the Offer. In order to avoid
such backup withholding, each tendering stockholder, and, if applicable, each
other payee, must provide the Depositary with such stockholder's or payee's
correct taxpayer identification number and certify that such stockholder or
payee is not subject to such backup withholding by completing the Substitute
Form W-9. In general, if a stockholder or payee is an individual, the taxpayer
identification number is the Social Security number of such individual. If the
Depositary is not provided with the correct taxpayer identification number, the
stockholder or payee may be subject to a $50 penalty imposed by the Internal
Revenue Service. For further information concerning backup withholding and
instructions for completing the Substitute Form W-9 (including how to obtain a
taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if Shares are held in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
8
Certain stockholders or payees (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order to satisfy the Depositary that a foreign
individual qualifies as an exempt recipient, such stockholder or payee must
submit a statement, signed under penalties of perjury, attesting to that
individual's exempt status, on a properly completed Form W-8BEN, or successor
form. Such statements can be obtained from the Depositary.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold a portion of the amount of any payments made pursuant to the Offer.
Backup withholding is not an additional federal income tax. Rather, the federal
income tax liability of a person 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 provided that the required information is
furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN
THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION 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.
9. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder of a
certificate(s) which represented Shares whose certificate(s) has been mutilated,
lost, stolen, or destroyed should (i) complete this Letter of Transmittal and
check the appropriate box above and (ii) contact the Depositary immediately by
calling (302) 636-6518. The Depositary will provide such holder will all
necessary forms and instructions to replace any mutilated, lost, stolen or
destroyed certificates. The holder may also be required to give the Company a
bond as indemnity against any claim that may be made against it with respect to
the certificate(s) alleged to have been mutilated, lost, stolen, or destroyed.
However, there can be no assurances that such mutilated, lost, stolen or
destroyed certificates will be replaced prior to the expiration date of the
Offer.
10. Waiver of Conditions. Subject to the terms and conditions of the
Merger Agreement, the Conditions of the Offer may be waived, in whole or in
part, by Purchaser, in its sole discretion, at any time and from time to time,
in the case of any shares tendered.
11. Requests for Assistance or Additional Copies. Requests for assistance
or additional copies of the Offer to Purchase and this Letter of Transmittal may
be obtained from the Information Agent at its address or telephone number set
forth on the back cover of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) OR AN AGENT'S MESSAGE TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION
OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION
DATE.
9
<Table>
- ----------------------------------------------------------------------------------------------------------------------
(DO NOT WRITE IN THE SPACES BELOW)
Date Received --------------- Accepted by --------------- Checked by
---------------
------------------------------------------------------------------------------------------------------------
SHARES SHARES SHARES CHECK AMOUNT SHARES CERTIFICATE BLOCK
SURRENDERED TENDERED ACCEPTED NO. OF CHECK RETURNED NO. NO.
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
--- --- --- Gr --- --- ---
--- --- --- Net --- --- ---
Delivery Prepared By --------------- Checked By --------------- Date ---------------
- ----------------------------------------------------------------------------------------------------------------------
</Table>
Any questions and requests for assistance may be directed to the
Information Agent at its telephone numbers and address listed below. Additional
copies of the Offer to Purchase, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be obtained from the Information Agent at its address
and telephone numbers set forth below. Holders of Shares may also contact their
broker, dealer, commercial bank or trust company or other nominee for assistance
concerning the Offer.
The Information Agent for the Offer is:
[MACKENZIE LOGO]
105 Madison Avenue
New York, NY 10016
(212) 929-5500 (Call Collect)
E-mail: proxy@mackenziepartners.com
or
Call Toll-Free (800) 322-2885