Exhibit (a)(5)(i)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
ADVANCED NUTRACEUTICALS, INC.
TO
ADVANCED NUTRACEUTICALS, INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
As set forth in Section 3 of the Offer to Purchase, dated July 26, 2005,
this Notice of Guaranteed Delivery, or a facsimile hereof, must be used to
accept the tender offer if:
(a) certificates representing shares of common stock, par value $0.01 per
share, of Advanced Nutraceuticals, Inc., a Texas corporation ("ANI"), cannot be
delivered prior to the "expiration date" (as defined in Section 1 of the Offer
to Purchase);
(b) the procedure for book-entry transfer cannot be completed before the
expiration date; or
(c) time will not permit a properly completed and signed Letter of
Transmittal, or manually signed facsimile thereof, and all other required
documents to reach the Depositary referred to below before the expiration date.
This form or a facsimile of it, signed and properly completed, may be
delivered by hand, transmitted by facsimile transmission or mailed to the
Depositary so that it is received by the Depositary before the expiration date.
See Section 3 of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
CORPORATE STOCK TRANSFER
BY HAND OR
BY MAIL: BY FACSIMILE TRANSMISSION: OVERNIGHT COURIER:
Corporate Stock Transfer For Eligible Institutions Only: Corporate Stock Transfer
3200 Cherry Creek Drive, (303) 282-5800 3200 Cherry Creek Drive,
Suite 430 Suite 430
Denver, CO 80209 Denver, CO 80209
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FOR THIS NOTICE TO BE VALIDLY DELIVERED IT MUST BE RECEIVED BY THE
DEPOSITARY AS SET FORTH ABOVE PRIOR TO THE EXPIRATION DATE. DELIVERY OF THIS
NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION 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 ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders the shares described below to ANI, upon the
terms and subject to the conditions set forth in the Offer to Purchase, and the
related Letter of Transmittal, which, as may be amended and supplemented from
time to time, together constitute the tender offer, receipt of which are hereby
acknowledged.
ODD LOTS
To be completed only if shares are being tendered by or on behalf of a
person owning beneficially or of record, as of the close of business on July 27,
2005, and who continues to own, beneficially or of record, as of the expiration
date an aggregate of fewer than 100 shares.
The undersigned either (check one box):
[ ] is the beneficial or of record an aggregate of fewer than 100 shares
and is tendering all of those shares; or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that:
(a) is tendering, for the beneficial owner(s) thereof, shares with respect
to which it is the record owner; and
(b) believes, based upon representations made to it by such beneficial
owner(s), that each such person is the beneficial owner of an aggregate of the
number of shares identified above and is tendering all of such shares.
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Number of shares of common stock: Name(s) of Record Holder(s):
_________________________________ ____________________________
Please Print
Certificate Nos. (if available) _____________________________
If shares will be delivered by book-entry transfer, Address:
provide the following information:
____________________________
____________________________
Zip Code
Account Number:
________________________________
Area Code and Telephone Number:
________________________________
Signature(s): Dated: _____________, 2005
________________________________
________________________________
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CONDITIONAL TENDER
A stockholder may tender shares subject to the condition that a specified
minimum number of the stockholder's shares tendered pursuant to the Letter of
Transmittal must be purchased if any shares tendered are purchased, all as
described in the Offer to Purchase, particularly in Section 6 thereof. Unless
the minimum number of shares indicated below is purchased by ANI in the tender
offer, none of the shares tendered by such stockholder will be purchased. It is
the responsibility of the stockholder to calculate that minimum number of shares
that must be purchased if any are purchased, and ANI urges stockholders to
consult their own tax advisor before completing this section. Unless this box
has been checked and a minimum specified, the tender will be deemed
unconditional.
[ ] Minimum number of shares that must be purchased, if any are purchased:
________ shares.
If, because of proration, the minimum number of Shares designated will not
be purchased, ANI may accept conditional tenders by random lot, if necessary.
However, to be eligible for purchase by random lot, the tendering stockholder
must have tendered all of his or her shares and checked this box.
[ ] The tendered shares represent all shares held by the undersigned.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned is a firm or other entity that is a member in good standing
of a registered national securities exchange, or a member of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office, branch or agency in the United States and represents that: (a)
the above-named person(s) "own(s)" the shares tendered hereby within the meaning
of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended,
and (b) such tender of shares complies with Rule 14e-4, and guarantees that the
Depositary will receive (i) certificates for the shares tendered hereby in
proper form for transfer, or (ii) confirmation that the shares tendered hereby
have been delivered pursuant to the procedure for book-entry transfer (set forth
in Section 3 of the Offer to Purchase) into the Depositary's account at The
Depository Trust Company, together with a properly completed and signed Letter
of Transmittal (or a manually signed facsimile of it), or an Agent's Message (as
described in the Offer to Purchase), and any other documents required by the
Letter of Transmittal, all within three trading days after the date the
Depositary receives this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates representing shares to the Depositary within the time period set
forth herein. Failure to do so could result in financial loss to such Eligible
Institution.
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__________________________________________ ____________________________
NAME OF FIRM (AUTHORIZED SIGNATURE)
__________________________________________ ____________________________
ADDRESS TITLE
__________________________________________ ____________________________
ZIP CODE PLEASE TYPE OR PRINT
Area Code and Telephone Number: Dated: _______________, 2005
__________________________________________
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL
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