Exhibit (A)(5)
NOTICE OF GUARANTEED DELIVERY
for
Tender of Common Shares
of
Curtis International Ltd.
This Notice of Guaranteed Delivery or a form substantially equivalent
hereto must be used to accept the Offer (as defined below) made by Curtis
International Ltd., an Ontario corporation (the "Company"), to purchase for cash
all of its outstanding shares of common stock, no par value per share (the "
Common Shares"), (i) if certificates (the "Common Share Certificates")
evidencing the Shares are not immediately available, (ii) if Common Share
Certificates and all other required documents cannot be delivered to Continental
Stock Transfer & Trust Company, as Depositary (the "Depositary"), prior to the
Expiration Date (as defined in "The Offer - 1. Terms of the Offer" of the Offer
to Purchase (as defined below)) or (iii) if the procedure for delivery by
book-entry transfer cannot be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand or mail or transmitted by facsimile
transmission to the Depositary. See "The Offer -- 3. Procedures for Accepting
the Offer and Tendering Common Shares" in the Offer to Purchase.
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THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 4:00 P.M.,
NEW YORK CITY TIME, ON FRIDAY, JUNE 15, 2001, UNLESS THE OFFER
IS EXTENDED (THE "EXPIRATION DATE")
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The Depositary for the Offer is:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(the "Depositary")
Facsimile Transmission By Hand/
By Mail: (For Eligible Institutions Only): Overnight Delivery:
2 Broadway (212) 616-7610 2 Broadway
19th Floor Confirm by Telephone: 19th Floor
New York, NY 10004 (212) 509-4000, New York, NY 10004
extension 535
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE, WILL NOT
CONSTITUTE A VALID DELIVERY.
The Offer is not being made to (nor will the surrender of Common Share
Certificates be accepted from or on behalf of) shareholders in any jurisdiction
in which the making or acceptance of the Offer would not be in compliance with
the laws of such jurisdiction.
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 tenders to Curtis International Ltd., an
Ontario corporation, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated May 1, 2001 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together constitute the "Offer"), receipt
of each of which is hereby acknowledged, the number of Common Shares specified
below pursuant to the guaranteed delivery procedure described under "The Offer
- -- 3. Procedures for Accepting the Offer and Tendering Common Shares" in the
Offer to Purchase.
PLEASE SIGN AND COMPLETE
Number of Common Shares: _________________________ Signature(s) Holder(s)
Certificate Nos. (if available): __________________________________
__________________________________________________ Dated: ___________________________
[_] Check box if Common Shares will be delivered by book-
entry transfer Name(s) of Holders:
Account No. __________________________________
__________________________________
(Please Type or Print)
__________________________________________________
at: _____________________________________ Address:
__________________________________
__________________________________
__________________________________
Area Code and Telephone No:
__________________________________
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Common Share Certificates exactly as their name(s) appear(s) on the
Common Share Certificates or on a security position listing as the owner(s) of
the Common Share Certificates, 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, guardian, attorney-in-fact,
officer of a corporation, executor, administrator, agent or other
representative, such person must provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Names(s):
_________________________________
Capacity(ies):
_________________________________
Address(es):
_________________________________
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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of the Medallion Signature
Guarantee Program, or another "eligible guarantor institution", as defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby
guarantees that, within three Nasdaq trading days from the date of this Notice
of Guaranteed Delivery, either Common Share Certificates evidencing the Common
Shares tendered hereby, in proper form for transfer, or confirmation of
book-entry transfer of such Common Shares into the Depositary's account at a
Book-Entry Transfer Facility, in each case with delivery of a Letter of
Transmittal (or a facsimile thereof) properly completed and duly executed with
any required signature guarantees or a Book-Entry Confirmation as defined in
"The Offer -- 2. Acceptance for Payment and Payment" of the Offer to Purchase)
in the case of a book-entry delivery, and any other required documents, will be
deposited by the undersigned with the Depository at one of its addresses set
forth above.
Name of Firm: __________________________________________________________________
Address (Inc. Zip Code): _______________________________________________________
Area Code and Telephone No.: ___________________________________________________
AUTHORIZED SIGNATURE: __________________________________________________________
Dated: _________________________________________________________________________
DO NOT SEND COMMON SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
COMMON SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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