Except as specifically provided
by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional shares will be purchased. All tendering
shareholders, by execution of this Letter of Transmittal (or a manually signed facsimile hereof), waive any right to receive any notice of the
acceptance for payment of their shares.
3. Inadequate Space. If
the space provided in the box entitled “Description of Shares Tendered” in this Letter of Transmittal is inadequate, the certificate numbers
and/or the number of shares stock should be listed on a separate signed schedule attached hereto.
4. Partial Tenders (Not
Applicable to Shareholders Who Tender by Book-Entry Transfer). If fewer than all the shares represented by any certificate submitted to the
Depositary are to be tendered, fill in the number of shares that are to be tendered in the box entitled “Number of Shares Tendered.” In that
case, if any tendered shares are purchased, new certificate(s) for the remainder of the shares that were evidenced by the old certificate(s) will be
sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the
acceptance for payment of, and payment for, the shares tendered herewith. All shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
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 exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.
If any of the shares tendered
hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.
If any shares tendered hereby are
registered in different names on several 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 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, he or she should so indicate when signing, and proper evidence satisfactory to the Company of his or
her authority to so act must be submitted with this Letter of Transmittal.
If this Letter of Transmittal is
signed by the registered owner(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 certificates for shares not tendered or accepted for payment are to be issued, to a person other than the
registered owner(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 owner(s) of the shares tendered hereby, or if payment is to be made or certificate(s) for shares not
tendered or not purchased are to be issued to a person other than the registered owner(s), the certificate(s) representing such shares must be properly
endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on
the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution. See Instruction
1.
6. Stock Transfer Taxes.
The Company will pay any stock transfer taxes with respect to the transfer and sale of shares to it pursuant to the Offer. If, however, payment of the
purchase price is to be made to, or if shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the
registered owner(s), or if shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer
to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted with this Letter of Transmittal.
Except as provided in this
Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. Special Payment and
Delivery Instructions. If a check for the purchase price of any shares accepted for payment is to be issued in the name of, and/or certificates for
any shares not accepted for payment or not tendered
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are to be issued in the name
of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be
returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal should be completed and signatures must be guaranteed as described in Instructions 1 and 5.
8. Irregularities. The
Company will determine in its sole discretion all questions as to the number of shares to accept, and the validity, eligibility (including time of
receipt), and acceptance for payment of any tender of shares. Any such determinations will be final and binding on all parties, subject to a
shareholder’s right to challenge our determination in a court of competent jurisdiction. The Company reserves the absolute right to reject any or
all tenders of shares it determines not be in proper form or the acceptance of which or payment for which may, in the Company’s opinion, be
unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any particular shares, and the
Company’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties. No tender of shares
will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Depositary, the Information Agent (as
defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders, and none of
them will incur any liability for failure to give any such notice.
9. U.S. Federal Backup
Withholding Tax. Under the U.S. federal backup withholding tax rules, 28% (or the then prevailing rate) of the gross
proceeds payable to a shareholder or other payee in the Offer must be withheld and remitted to the Internal Revenue Service,
or IRS, unless the shareholder or other payee provides such person’s taxpayer identification number (employer
identification number or social security number) to the Depositary or other payor and certifies under penalties of perjury
that this number is correct or otherwise establishes an exemption. If the Depositary or other payor is not provided with the
correct taxpayer identification number or another adequate basis for exemption, the shareholder may be subject to backup
withholding tax and may be subject to certain penalties imposed by the IRS. Therefore, each tendering shareholder that is a
U.S. Holder (as defined in Section 14 of the Offer to Purchase) should complete and sign the Substitute Form W-9 included as
a part of the Letter of Transmittal in order to provide the information and certification necessary to avoid the backup
withholding tax, unless the shareholder otherwise establishes an exemption from the backup withholding tax to the
satisfaction of the Depositary. The backup withholding tax is not an additional tax, and any amounts withheld under the
backup withholding tax rules will be allowed as a refund or credit against a shareholder’s U.S. federal income tax
liability provided the required information is timely furnished to the IRS. A U.S. Holder (or other payee) should write
“Applied For” in the space for the TIN provided on the attached Substitute Form W-9 and must also complete the
attached “Certificate of Awaiting Taxpayer Identification Number” if such U.S. Holder (or other payee) has not been
issued a taxpayer identification number and has applied for a taxpayer identification number or intends to apply for a
taxpayer identification number in the near future. If the Depositary is not provided with a taxpayer identification number
prior to payment, the Depositary will withhold the applicable rate on all such payments.
Certain shareholders (including,
among others, certain Non-U.S. Holders (as defined in Section 14 of the Offer to Purchase)) are not subject to these backup withholding tax rules. In
order for a Non-U.S. Holder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8BEN (or a suitable substitute form), signed
under penalties of perjury, attesting to that shareholder’s non-U.S. status. The applicable form can be obtained from the Depositary or from the
IRS website at www.irs.gov. A Non-U.S. Holder that submits a properly completed IRS Form W-8BEN may still be subject to the regular withholding tax on
gross proceeds payable to such holder. See Withholding for Non-U.S. Holders and Section 3 and Section 14 of the Offer to
Purchase.
Shareholders are urged to
consult with their tax advisors regarding possible qualifications for exemption from backup withholding tax and the procedure for obtaining any
applicable exemption.
Withholding For Non-U.S.
Holders. A payment made to a Non-U.S. Holder pursuant to the Offer will be subject to U.S. federal income and withholding tax at a rate of 30% or
such reduced rate as is providing an applicable tax treaty.
To obtain a reduced rate of
withholding under a tax treaty, a Non-U.S. Holder must deliver to the Depositary a properly completed IRS Form W-8BEN (or other applicable form) before
the payment is made. To obtain an
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exemption from withholding on
the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United
States, a Non-U.S. Holder must deliver to the Depositary a properly completed IRS Form W-8ECI (or successor form) before payment is made. The
applicable form can be obtained from the Depositary or from the IRS website at www.irs.gov.
A Non-U.S. Holder may be eligible
to obtain a refund of all or a portion of any tax withheld if certain requirements are satisfied and the Non-U.S. Holder provides the appropriate
information to the IRS in a timely manner.
Non-U.S. Holders are urged to
consult their tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or
exemption, and the refund procedure.
10. Requests for Assistance or
Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of
Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information
Agent at its address set forth on the back cover of this Letter of Transmittal.
11. Lost, Destroyed or
Stolen Certificates. If your certificate(s) for part or all of your shares has been lost, stolen, destroyed or mutilated,
you should contact Computershare Trust Company, N.A. at (800) 546-5141 for information regarding replacement of lost
securities. The Depositary will provide you with instructions on how to obtain a replacement certificate. You may be asked to
post a bond to secure against the risk that the certificate may be subsequently recirculated. There may be a fee and
additional documents may be required to replace lost certificates. This Letter of Transmittal and related documents cannot
be processed until the procedures for replacing lost, stolen, destroyed or mutilated certificates have been followed. You are
urged to send the properly completed Letter of Transmittal to the Depositary immediately to ensure timely processing of
documentation. If you have questions, you may contact Computershare Trust Company, N.A. at (800) 546-5141.
12. Conditional Tenders.
As described in Sections 1 and 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered shares
being purchased.
If you wish to make a conditional
tender, you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal and, if applicable, in the Notice of
Guaranteed Delivery. In the box in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, you must calculate and
appropriately indicate the minimum number of shares that must be purchased from you if any are to be purchased from you.
As discussed in Sections 1 and 6
of the Offer to Purchase, proration may affect whether the Company accepts conditional tenders and may result in shares tendered pursuant to a
conditional tender being deemed withdrawn if the required minimum number of shares would not be purchased. If, because of proration, the minimum number
of shares that you designate will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for
purchase by random lot, you must have tendered all your shares of common stock and checked the box so indicating. Upon selection by lot, if any, the
Company will limit its purchase in each case to the designated minimum number of shares of common stock.
All tendered shares of common
stock will be deemed unconditionally tendered unless the “Conditional Tender” box in this Letter of Transmittal is
completed.
The conditional tender
alternative is made available so that a shareholder may seek to structure the purchase of shares of common stock pursuant to the Offer in such a manner
that the purchase will be treated as a sale of such shares of common stock by the shareholder, rather than the payment of a dividend to the
shareholder, for U.S. federal income tax purposes. If you are an odd lot holder and you tender all of your shares of common stock, you cannot
conditionally tender, since your shares of common stock will not be subject to proration. It is the tendering shareholder’s responsibility to
calculate the minimum number of shares of common stock that must be purchased from the shareholder in order for the shareholder to qualify for sale
(rather than distribution) treatment for U.S. federal income tax purposes. Each shareholder is urged to consult his or her own tax advisor. No
assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax results in all cases. See Section 14 of the
Offer to Purchase.
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13. Odd Lots. As described
in Section 1 of the Offer to Purchase, if the Company is to purchase fewer than all shares properly tendered before the Expiration Time and not
properly withdrawn, the shares purchased first will consist of all shares properly tendered by any shareholder who owned, beneficially or of record, an
aggregate of fewer than 100 shares, and who tenders all of the holder’s shares. This preference will not be available to you unless you complete
the section captioned “Odd Lots” in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.
14. Order of Purchase in Event
of Proration. As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their shares are to be purchased in
the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification of any gain or loss on the shares
purchased. See Section 1 and Section 14 of the Offer to Purchase.
IMPORTANT. This Letter
of Transmittal (or a manually signed facsimile hereof), together with any required signature guarantees, or, in the case of a book-entry transfer, an
agent’s message, and any other required documents, must be received by the Depositary prior to the Expiration Time and either certificates for
tendered shares must be received by the Depositary or shares must be delivered pursuant to the procedures for book-entry transfer, in each case prior
to the Expiration Time, or the tendering shareholder must comply with the procedures for guaranteed delivery.
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IMPORTANT TAX INFORMATION
Under the U.S. federal income tax
law, a shareholder whose tendered shares are accepted for payment is required by law to provide the Depositary (as payor) with such shareholder’s
correct taxpayer identification number (“TIN”) on Substitute Form W-9 below (or otherwise must indicate that such shareholder is awaiting a
TIN). If such shareholder is an individual, the TIN is such shareholder’s social security number. If the Depositary is not provided with the
correct TIN, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service, or IRS, and payments that are made to such
shareholder with respect to shares purchased pursuant to the Offer may be subject to backup withholding tax of 28% (or the then prevailing rate).
Certain shareholders including,
among others, certain Non-U.S. Holders, are not subject to these backup withholding requirements. In order for a Non-U.S. Holder to qualify as an
exempt recipient, such Non-U.S. Holder must submit an IRS Form W-8BEN (or other applicable IRS Form or substitute forms), signed under penalties of
perjury, attesting to such shareholder’s exempt status. An IRS Form W-8BEN (or other applicable IRS Form) can be obtained from the Depositary or
from the IRS website at www.irs.gov. Exempt shareholders (other than Non-U.S. Holders) should furnish their TIN, write “Exempt” in Part II on
the face of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Depositary. See the accompanying Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. Shareholders should consult their tax advisors as
to qualification for exemption from backup withholding tax and the procedures for obtaining such exemption.
If backup withholding tax
applies, the Depositary is required to withhold 28% (or the then prevailing rate) of any payments made to the shareholder. Backup withholding is not an
additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld.
If backup withholding results in an overpayment of taxes, a refund may be obtained, provided the required information is furnished to the IRS on a
timely basis.
Purpose Of Substitute Form W-9
To prevent backup withholding tax
on payments that are made to a shareholder with respect to shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary
of such shareholder’s correct TIN by completing the form below certifying that (a) the TIN provided on Substitute Form W-9 is correct (or that
such shareholder is awaiting a TIN) and (b) that (i) such shareholder is exempt from backup withholding, (ii) such shareholder has not been notified by
the IRS that such shareholder is subject to backup withholding tax as a result of a failure to report all interest or dividends or (iii) the IRS has
notified such shareholder that such shareholder is no longer subject to backup withholding tax.
What Number To Give The Depositary
The shareholder is required to
give the Depositary the social security number or employer identification number of the record holder of the shares tendered hereby. If the shares are
in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 for additional guidance on which number to report. If the tendering shareholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, the shareholder should write “Applied For” in the space provided for the TIN in
Part I, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If “Applied For” is written
in Part I and the Depositary is not provided with a TIN by the time for payment, the Depositary will withhold 28% (or the then prevailing rate) of all payments
of the purchase price to such shareholder until a TIN is provided.
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PAYOR’S NAME: COMPUTERSHARE TRUST COMPANY, N.A.
|
Payee’s Name: |
Payee’s Business Name (if different from above): |
Payee’s Address: |
Mark Appropriate Box:
SUBSTITUTE
FORM W-9
Department of the
Treasury
Internal Revenue Service
Payor’s
Request for
Taxpayer Identification
Number (“TIN”) and
Certification
|
|
|
|
[ ] Limited Liability Company Enter appropriate tax classification
_disregarded entity
_corporation
_partnership |
|
[ ] Individual/Sole Proprietor |
|
[ ] Corporation |
|
[ ] Partnership |
|
[ ] Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| Part I — PLEASE PROVIDE
YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. |
|
|
TIN:
__________________________
Social Security Number
OR
__________________________
Employer Identification Number
|
| |
|
|
| Part II — For
Payees exempt from backup withholding, write “Exempt” here and sign and date below (see the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 and complete as instructed therein) |
|
|
| |
|
|
| Part III —
Certification — Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct TIN (or I am waiting for a number
to be issued to me); and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding or (b) I have not been
notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or
dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3) I am a U.S. person (including a U.S. resident
alien). |
|
|
| |
|
|
| Certification Instructions
— You must cross out item (2) of Part III above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to
backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).
(Also see the instructions in the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute From W-9.) |
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| |
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| Signature: ______________________________ |
|
|
Date:
__________________________________ |
NOTE: |
|
FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY
RESULT IN BACKUP WITHHOLDING OF 28% (OR THE THEN PREVAILING RATE) 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 INFORMATION. |
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE
“APPLIED FOR” IN THE SPACE FOR THE TIN PROVIDED ABOVE IN THIS SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION
NUMBER
I certify under penalties of
perjury that a taxpayer identification number has not been issued to me and that either (1) 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 (2) I intend to mail or
deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Depositary by the time of
payment, 28% (or the then prevailing rate) of all reportable payments made to me thereafter will be withheld until I provide a number.
Signature:
_____________________________________________ Date: _________________________
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The Letter of Transmittal,
certificates for shares and any other required documents should be sent or delivered by each shareholder of the Company or such shareholder’s
bank, broker, dealer, trust company or other nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
| By Mail: |
By Overnight Courier |
By Facsimile Transmission: |
Computershare
Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, RI 02940-3011 |
Computershare
Trust Company, N.A.
c/o Voluntary Corporate Actions
250 Royall Street Suite V
Canton, MA 02021 |
For eligible
institutions only:
(617) 360-6810
To Confirm Facsimile Transmission:
(781) 575-2332 |
Delivery of this Letter of
Transmittal to an address other than as set forth above, or transmission of instructions via a facsimile number other than as set forth above, will not
constitute a valid delivery to the Depositary.
Questions and requests for
assistance may be directed to the Information Agent at the address set forth below. Additional copies of the Offer to Purchase, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. You may also contact your bank, broker, dealer, trust
company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
199 Water Street, 26th Floor
New York, NY 10038
Banks and Brokers Call: (212) 440-9800
All Others Call: (800)
223-2064
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