-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J0iKjJuS8HURWSd6ElxRfuTy2UlK8K1OwFoxSzT5anyERc8FiHnFYv1W4kwyXxjo H1FK194PHsg6M/OfXVxh1A== 0000950135-05-003452.txt : 20050624 0000950135-05-003452.hdr.sgml : 20050624 20050624135731 ACCESSION NUMBER: 0000950135-05-003452 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20050624 DATE AS OF CHANGE: 20050624 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLYMEDICA CORP CENTRAL INDEX KEY: 0000878748 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043033368 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43396 FILM NUMBER: 05914694 BUSINESS ADDRESS: STREET 1: 11 STATE ST CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 6179332020 MAIL ADDRESS: STREET 1: 11 STATE STREET CITY: WOBURN STATE: MA ZIP: 01801 FORMER COMPANY: FORMER CONFORMED NAME: POLYMEDICA INDUSTRIES INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POLYMEDICA CORP CENTRAL INDEX KEY: 0000878748 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043033368 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 11 STATE ST CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 6179332020 MAIL ADDRESS: STREET 1: 11 STATE STREET CITY: WOBURN STATE: MA ZIP: 01801 FORMER COMPANY: FORMER CONFORMED NAME: POLYMEDICA INDUSTRIES INC DATE OF NAME CHANGE: 19930328 SC TO-I/A 1 b55169a2sctoviza.txt POLYMEDICA CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 2 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 POLYMEDICA CORPORATION (Name of Subject Company (issuer)) POLYMEDICA CORPORATION, AS OFFEROR (Names of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, $0.01 PAR VALUE PER SHARE AND THE ASSOCIATED STOCK PURCHASE RIGHTS (Title of Class of Securities) 731738100 (CUSIP Number of Class of Securities) --------------- DEVIN J. ANDERSON GENERAL COUNSEL AND SECRETARY POLYMEDICA CORPORATION 11 STATE STREET WOBURN, MA 01801 (781) 933-2020 (Name, address and telephone number of persons authorized to receive notices and communications on behalf of filing persons) --------------- COPIES TO: STEVEN M. PECK, ESQ. WEIL, GOTSHAL & MANGES LLP 100 FEDERAL STREET, 34TH FLOOR BOSTON, MA 02110 (617) 772-8300 CALCULATION OF FILING FEE: Transaction Valuation(1) Amount of Filing Fee(2) -------------------------- $150,000,000 $17,655 -------------------------- (1) Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 4,316,546 shares of common stock at the maximum tender offer price of $37.50 per Share. (2) The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $17,655 Form or Registration No.: Schedule TO Filing Party: PolyMedica Corporation Date Filed: May 26, 2005 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- 2 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by PolyMedica Corporation (the "Company") on May 26, 2005, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement filed with the Commission on June 13, 2005 (the "Schedule TO") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with the Company's offer to purchase shares of its outstanding common stock, $0.01 par value per share, including the associated stock purchase rights issued under the Rights Agreement, between PolyMedica and Equiserve Trust Company, dated September 13, 2002, with an aggregate purchase price of up to $150 million, on the terms and subject to the conditions set forth in the Offer to Purchase dated May 26, 2005 (the "Offer to Purchase") and in the related Letter of Transmittal, which are Exhibit (a)(1)(i) and Exhibit (a)(1)(ii) to the Schedule TO, respectively. This Amendment No. 2 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 2 by reference in response to all of the applicable items in Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. ITEM 11. ADDITIONAL INFORMATION Item 11 of the Schedule TO is hereby amended and supplemented by adding the following: (b)(i) On June 24, 2005, the Company announced the extension of the expiration date of the tender offer, an increase in the purchase price and a decrease in the number of shares subject to the tender offer. The Company has extended the expiration date of the tender offer from 12:00 midnight, New York City time, on Thursday, June 23, 2005 to 12:00 midnight, New York City time, on Friday, July 8, 2005, has increased the price at which shareholders may tender their shares such that shareholders may now tender their shares for purchase by the Company at a price not in excess of $37.50 nor less than $34.75 per share, net to the seller, in cash, without interest, and has decreased the number of shares subject to the tender offer to 4,316,546. The Offer to Purchase, Letter of Transmittal, Notice of Guaranteed Delivery, Letter to Clients, Letter to Brokers, and Letter to Shareholders, which were previously filed with the Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii), (a)(1)(iii), (a)(1)(iv), (a)(1)(v), and (a)(1)(vi), respectively, are being amended and/or supplemented or superceded by the documents filed herewith as Exhibits (a)(1)(viii), (a)(1)(ix), (a)(1)(x), (a)(1)(xi), (a)(1)(xii), and (a)(1)(xiii), respectively. (b)(ii) On June 24, 2005, PolyMedica issued a press release announcing the extension of the expiration date of the tender offer, an increase in the purchase price and a decrease in the number of shares subject to the tender offer. A copy of this press release is filed as Exhibit (a)(5)(ii) to the Schedule TO and is incorporated herein by reference. 3 ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended and supplemented by adding the following: (a)(1)(viii) Supplement to the Offer to Purchase, dated June 24, 2005. (a)(1)(ix) Form of Amended Letter of Transmittal. (a)(1)(x) Amended Notice of Guaranteed Delivery. (a)(1)(xi) Form of Amended Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated June 24, 2005. (a)(1)(xii) Form of Amended Letter to Brokers, Dealers and Commercial Banks, Trust Companies and Other Nominees, dated June 24, 2005. (a)(1)(xiii) Amended Letter to Shareholders from the Chief Executive Officer of the Company, dated June 24, 2005. (a)(5)(ii) Press Release, dated June 24, 2005 (announcing the extension of the expiration date of the tender offer, an increase in the purchase price and decrease in the number of shares subject to the tender offer). 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct. POLYMEDICA CORPORATION /s/ Devin J. Anderson ------------------------------------- Name: Devin J. Anderson Title: General Counsel and Secretary Date: June 24, 2005 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- (a)(1)(i) Offer to Purchase, dated May 26, 2005.* (a)(1)(ii) Form of Letter of Transmittal.* (a)(1)(iii) Notice of Guaranteed Delivery.* (a)(1)(iv) Form of Letter to Clients.* (a)(1)(v) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.* (a)(1)(vi) Letter to Shareholders from the Chief Executive Officer of the Company, dated May 26, 2005.* (a)(1)(vii) Form of Notice to Holders of Vested Options to Purchase Shares of the Company's Common Stock.* (a)(1)(viii) Supplement to the Offer to Purchase dated, June 24, 2005.** (a)(1)(ix) Form of Amended Letter of Transmittal.** (a)(1)(x) Amended Notice of Guaranteed Delivery.** (a)(1)(xi) Form of Amended Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated June 24, 2005.** (a)(1)(xii) Form of Amended Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated, June 24, 2005.** (a)(1)(xiii) Amended Letter to Shareholders from the Chief Executive Officer of the Company, dated June 24, 2005.** (a)(2) None. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Form of summary advertisement dated May 26, 2005.* (a)(5)(ii) Press Release, dated June 24, 2005 (announcing the extension of the expiration date of the tender offer, an increase in the purchase price and decrease in the number of shares subject to the tender offer).** (b)(1) Credit Agreement, dated April 12, 2005, between PolyMedica Corporation and Bank of America, N.A., Wachovia Bank, National Association, Citizens Bank of Massachusetts, Banc of America Securities LLC and Wachovia Capital Markets, LLC, incorporated by reference to the Company's Current Report on Form 8-K filed April 18, 2005. (b)(2) Credit Agreement Supplement and Amendment, dated as of May 24, 2005.* (d)(1) PolyMedica Corporation 1990 Stock Option Plan, as amended, incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995.
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EXHIBIT NUMBER DESCRIPTION ------- ----------- (d)(2) PolyMedica Corporation 1992 Directors' Stock Option Plan, as amended, incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended March 31, 1994. (d)(3) PolyMedica Corporation 1998 Stock Incentive Compensation Plan, as amended.* (d)(4) PolyMedica Corporation 2000 Stock Incentive Plan, as amended, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. (d)(5) PolyMedica Corporation 1992 Employee Stock Purchase Plan, as amended, incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995. (d)(6) PolyMedica Corporation 2001 Employee Stock Purchase Plan, as amended.* (d)(7) Rights Agreement, between the Company and Equiserve Trust Company, as Rights Agent, dated as of September 13, 2002, which includes as Exhibit A the Form of Certificate of Vote of the Series B Junior Participating Preferred Stock, as Exhibit B the Form of Rights Certificates and as Exhibit C the Summary of Rights to Purchase Preferred Stock, incorporated herein by reference to the Company's Current Report on Form 8-K filed September 16, 2002. (d)(8) Employment Agreement by and between the Company and Stephen C. Farrell dated September 1, 2000, incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2001. (d)(9) Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated April 16, 2001, incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2001. (d)(10) Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated September 24, 2001, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. (d)(11) Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated October 12, 2001, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. (d)(12) Letter Agreement amendment to Employment Agreement by and between the Company and Mr. Stephen C. Farrell dated May 31, 2002, incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2002. (d)(13) Retention Agreement by and between the Company and Stephen C. Farrell dated March 7, 2002, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. (d)(14) Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated July 15, 2002, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. (d)(15) Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated February 5, 2003, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2002. (d)(16) Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated August 29, 2003, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
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EXHIBIT NUMBER DESCRIPTION ------- ----------- (d)(17) Letter Agreement amendment to Retention Agreement by and between the Company and Stephen C. Farrell dated November 3, 2003, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2003. (d)(18) Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated November 3, 2003, incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2003. (d)(19) Employment Agreement by and between the Company and William B. Eck dated March 1, 2004, incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2004. (d)(20) Retention Agreement by and between the Company and William B. Eck dated March 1, 2004, incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2004. (d)(21) Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated January 30, 2004, incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2004. (d)(22) Letter Agreement amendment to Employment Agreement by and between the Company and Stephen C. Farrell dated May 17, 2004, incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2004. (d)(23) Employment Agreement by and between the Company and Patrick T. Ryan dated September 27, 2004, incorporated herein by reference to the Company's Current Report on Form 8-K filed October 1, 2004. (d)(24) Retention Agreement by and between the Company and Patrick T. Ryan dated September 27, 2004, incorporated herein by reference to the Company's Current Report on Form 8-K filed October 1, 2004. (d)(25) Employment Agreement by and between the Company and Keith W. Jones dated February 9, 2005, incorporated herein by reference to the Company's Current Report on Form 8-K filed February 14, 2005. (d)(26) Retention Agreement by and between the Company and Keith W. Jones dated February 9, 2005, incorporated herein by reference to the Company's Current Report on Form 8-K filed February 14, 2005. (d)(27) Restricted Stock Agreement by and between the Company and Patrick T. Ryan dated March 18, 2005.* (g) Not applicable. (h) Not applicable. * Previously filed on Schedule TO on May 26, 2005. ** Filed herewith.
8 EX-99.(A)(1)(VIII) 2 b55169a2exv99wxayx1yxviiiy.txt EX-(A)(1)(VIII) SUPPLEMENT TO THE OFFER TO PURCHASE DATED JUNE 24, 2005 EXHIBIT (A)(1)(VIII) Supplement to the Offer to Purchase for Cash Dated May 26, 2005 by POLYMEDICA CORPORATION To Increase the Purchase Price to Not Greater Than $37.50 Nor Less Than $34.75 Per Share and to Decrease the Number of Shares Subject to the Tender Offer to 4,316,546 --------------------------- THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE AT MIDNIGHT NEW YORK CITY TIME, ON FRIDAY, JULY 8, 2005, UNLESS THE TENDER OFFER IS FURTHER EXTENDED. On May 26, 2005, PolyMedica Corporation, a Massachusetts corporation ("PolyMedica," "we," "us," "our," or the "Company"), distributed an Offer to Purchase (as amended prior to the date of this Supplement (as defined below), the "Original Offer to Purchase") and a related Letter of Transmittal (the "Original Letter of Transmittal") in connection with its tender offer to purchase for cash up to 4,878,048 Shares of its common stock, $0.01 par value per share, including the associated stock purchase rights issued under the Rights Agreement, between PolyMedica and Equiserve Trust Company, dated September 13, 2002 (the "Shares"), at a price not greater than $34.50 nor less than $30.75 per Share, net to the seller, in cash, without interest, upon the terms and subject to the conditions of the Original Offer to Purchase. The tender offer was scheduled to expire at 12:00 midnight, New York City time, on June 23, 2005. PolyMedica, by this supplement (the "Supplement", together with the Original Offer to Purchase, the "Offer to Purchase"), amends the Original Offer to Purchase. The Original Offer to Purchase, this Supplement and related amended Letter of Transmittal (the "Amended Letter of Transmittal"), as each may be further amended or supplemented from time to time, constitute the tender offer. THE COMPANY HAS INCREASED THE PRICE PER SHARE AT WHICH SHAREHOLDERS MAY TENDER THEIR SHARES TO A PRICE NOT GREATER THAN $37.50 NOR LESS THAN $34.75 PER SHARE, NET TO THE SELLER, IN CASH, WITHOUT INTEREST AND, AS A RESULT, HAS DECREASED THE NUMBER OF ITS SHARES SUBJECT TO THE TENDER OFFER TO 4,316,546 OF ITS SHARES. We will select the lowest purchase price that will allow us to purchase Shares with an aggregate purchase price of $150 million or, if a lesser number of Shares is properly tendered, all Shares that are properly tendered and not withdrawn. Upon the terms and subject to the conditions of the tender offer, the Company will determine a single price per Share that it will pay for Shares properly tendered and not properly withdrawn in the tender offer. The price will not be greater than $37.50 nor less than $34.75 per share, without interest. All Shares acquired in the tender offer will be acquired at the same purchase price regardless of whether the shareholder tendered at a lower price. Only Shares properly tendered at prices at or below the purchase price selected by us, and not properly withdrawn, will be purchased. However, because of the "odd lot" priority, proration and conditional tender offer provisions described in the Offer to Purchase, all of the Shares tendered at or below the purchase price may not be purchased if more than the number of Shares we seek are properly tendered. Shares not purchased in the tender offer will be returned at our expense promptly following the expiration of the tender offer. See Section 3. Subject to certain limitations and legal requirements, we reserve the right, in our sole discretion, to purchase additional Shares pursuant to the tender offer. See Section 1. THE TENDER OFFER IS NOT CONDITIONED UPON THE RECEIPT OF FINANCING OR ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7 OF THE OFFER TO PURCHASE, "CONDITIONS TO THE OFFER." The Shares are listed and traded on the Nasdaq National Market under the symbol "PLMD." On June 23, 2005, the last full trading day before the announcement of the extension of the tender offer, the closing sale price of the Shares on the Nasdaq National Market was $35.00 per Share. Shareholders are urged to obtain current market quotations for the Shares. See Section 8. --------------------------- The Dealer Manager for this tender offer is: MORGAN STANLEY Supplement dated June 24, 2005. If you wish to tender all or any part of the Shares registered in your name, you should follow the instructions described in Section 3 of the Offer to Purchase carefully, including completing an Amended Letter of Transmittal in accordance with the instructions and delivering it, along with your share certificates and any other required items, to Equiserve Trust Company, the Depositary or, if applicable, an Amended Notice of Guaranteed Delivery (the "Amended Notice of Guaranteed Delivery"). TENDERS OF SHARES, ORIGINAL LETTERS OF TRANSMITTAL, NOTICES OF GUARANTEED DELIVERY AND INSTRUCTIONS TO BROKERS, DEALERS AND COMMERCIAL BANKS, TRUST COMPANIES OR OTHER NOMINEES SUBMITTED IN CONNECTION WITH THE ORIGINAL OFFER TO PURCHASE ARE NO LONGER EFFECTIVE, SUBJECT TO LIMITED EXCEPTIONS FOR CERTAIN PREVIOUS TENDERS DESCRIBED BELOW. SHAREHOLDERS THAT DO NOT MEET SUCH LIMITED EXCEPTIONS AND THAT WISH TO PARTICIPATE IN THE TENDER OFFER SHOULD TREAT THIS EXTENSION AS A NEW TENDER OFFER, WHETHER OR NOT THEY WISH TO MAKE ANY CHANGE IN THEIR PREVIOUS INSTRUCTIONS. THE FOLLOWING DO NOT NEED TO TAKE ANY ACTION IN RESPONSE TO THIS SUPPLEMENT: -- SHAREHOLDERS THAT HAVE ALREADY TENDERED SHARES UNDER THE ORIGINAL OFFER TO PURCHASE AND CHECKED THE BOX ENTITLED "SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER" IN THE ORIGINAL LETTER OF TRANSMITTAL, AND THAT DO NOT WISH TO CHANGE THAT DIRECTION; OR -- SHAREHOLDERS THAT HAVE ALREADY TENDERED SHARES UNDER THE ORIGINAL OFFER TO PURCHASE AND CHECKED THE BOX ENTITLED "SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER" ON THE BLUE INSTRUCTION FORM PROVIDED TO THEM BY BROKERS, DEALERS, COMMERCIAL BANKS AND OTHER NOMINEES, AND THAT DO NOT WISH TO CHANGE THAT DIRECTION. Our Board of Directors has approved this tender offer. However, neither we nor our Board of Directors nor the Dealer Manager or Information Agent makes any recommendation to you as to whether to tender or refrain from tendering your Shares or as to the purchase price or purchase prices at which you may choose to tender your Shares. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender and the price or prices at which you will tender them. In doing so, you should consider our reasons for making this tender offer. See Section 2. The directors and executive officers of PolyMedica are entitled to participate in the tender offer on the same basis as all other shareholders. However, PolyMedica's directors and executive officers have advised the Company that they will not tender Shares in the tender offer. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IMPORTANT If you wish to tender all or any part of the Shares registered in your name, you should follow the instructions described in Section 3 of the Offer to Purchase carefully, including completing an Amended Letter of Transmittal in accordance with the instructions and delivering it, along with your share certificates and any other required items, to Equiserve Trust Company, the Depositary or, if applicable, an Amended Notice of Guaranteed Delivery. TENDERS OF SHARES, ORIGINAL LETTERS OF TRANSMITTAL, NOTICES OF GUARANTEED DELIVERY AND INSTRUCTIONS TO BROKERS, DEALERS AND COMMERCIAL BANKS, TRUST COMPANIES OR OTHER NOMINEES SUBMITTED IN CONNECTION WITH THE ORIGINAL OFFER TO PURCHASE ARE NO LONGER EFFECTIVE, SUBJECT TO LIMITED EXCEPTIONS FOR CERTAIN PREVIOUS TENDERS DESCRIBED BELOW. SHAREHOLDERS THAT DO NOT MEET SUCH LIMITED EXCEPTIONS AND THAT WISH TO PARTICIPATE IN THE TENDER OFFER SHOULD TREAT THIS EXTENSION AS A NEW TENDER OFFER, WHETHER OR NOT THEY WISH TO MAKE ANY CHANGE IN THEIR PREVIOUS INSTRUCTIONS. THE FOLLOWING DO NOT NEED TO TAKE ANY ACTION IN RESPONSE TO THIS SUPPLEMENT: -- SHAREHOLDERS THAT HAVE ALREADY TENDERED SHARES UNDER THE ORIGINAL OFFER TO PURCHASE AND CHECKED THE BOX ENTITLED "SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER" IN THE ORIGINAL LETTER OF TRANSMITTAL, AND THAT DO NOT WISH TO CHANGE THAT DIRECTION; OR -- SHAREHOLDERS THAT HAVE ALREADY TENDERED SHARES UNDER THE ORIGINAL OFFER TO PURCHASE AND CHECKED THE BOX ENTITLED "SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER" ON THE BLUE INSTRUCTION FORM PROVIDED TO THEM BY BROKERS, DEALERS, COMMERCIAL BANKS AND OTHER NOMINEES, AND THAT DO NOT WISH TO CHANGE THAT DIRECTION. If you want to tender all or part of your Shares and you do not meet one of the limited exceptions stated above, you must do one of the following before the tender offer expires: -- if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your Shares for you; -- if you hold certificates in your own name, complete and sign an Amended Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your Shares and any other documents required by the Amended Letter of Transmittal, to Equiserve Trust Company, the Depositary for the tender offer; or -- if you are an institution that is a participant in The Depository Trust Company, tender your Shares according to the procedure for book-entry transfer described in Section 3 of the Offer to Purchase. If you want to tender your Shares, but: -- your certificates for your Shares are not immediately available or cannot be delivered to the Depositary by the expiration of the tender offer; -- you cannot comply with the procedure for book-entry transfer by the expiration of the tender offer; or -- your other required documents cannot be delivered to the Depositary by the expiration of the tender offer; you can still tender your Shares if you comply with the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. TO PROPERLY TENDER SHARES, YOU MUST PROPERLY COMPLETE AND DULY EXECUTE THE AMENDED LETTER OF TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH YOU ARE TENDERING YOUR SHARES. If you wish to maximize the chance that your Shares will be purchased at the purchase price determined by us, you should check the box in the section of the Amended Letter of Transmittal captioned "Shares Tendered at Price Determined Under the Tender Offer." Note that this election could have the effect of decreasing the price at which we purchase tendered Shares because Shares tendered using this election will effectively be considered available for purchase at the minimum price of $34.75 per Share. Also, note that this election could result in your Shares being purchased at the minimum tender price of $34.75 per Share. Questions and requests for assistance may be directed to The Altman Group, Inc., the Information Agent for the tender offer, or to Morgan Stanley & Co. Incorporated ("Morgan Stanley"), the Dealer Manager for the tender offer, at their respective addresses and telephone numbers set forth on the back cover page of this document. Requests for additional copies of the Original Offer to Purchase, this Supplement, the related Amended Letter of Transmittal or the Amended Notice of Guaranteed Delivery may be directed to the Information Agent. We are not making this tender offer to, and will not accept any tendered Shares from, shareholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make this tender offer to shareholders in any such jurisdiction. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES IN THIS TENDER OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT, THE ORIGINAL OFFER TO PURCHASE OR IN DOCUMENTS INCORPORATED BY REFERENCE OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS TENDER OFFER OTHER THAN THOSE CONTAINED IN THIS SUPPLEMENT, THE ORIGINAL OFFER TO PURCHASE OR IN THE RELATED AMENDED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION TO YOU OR GIVES ANY INFORMATION OR REPRESENTATION TO YOU, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION AS HAVING BEEN AUTHORIZED BY US, THE DEALER MANAGER OR THE INFORMATION AGENT. EXCEPT AS OTHERWISE SET FORTH IN THIS SUPPLEMENT OR THE AMENDED LETTER OF TRANSMITTAL, THE TERMS AND CONDITIONS SET FORTH IN THE ORIGINAL OFFER TO PURCHASE AND THE ORIGINAL LETTER OF TRANSMITTAL REMAIN APPLICABLE IN ALL RESPECTS TO THE TENDER OFFER. TO THE EXTENT THAT ANY INFORMATION OR AMENDMENT CONTAINED IN THIS SUPPLEMENT IS INCONSISTENT WITH THE INFORMATION IN THE ORIGINAL OFFER TO PURCHASE, THE INFORMATION AND AMENDMENTS IN THIS SUPPLEMENT SHALL CONTROL. The following amendments and supplements to the information contained in the Original Offer to Purchase are keyed to the headings in the Original Offer to Purchase. Shareholders should read the Original Offer to Purchase and the Amended Letter of Transmittal in conjunction with this Supplement in considering whether to tender their Shares. Capitalized terms used in this Supplement but not otherwise defined have the meanings assigned to them in the Original Offer to Purchase. The tender offer is hereby amended and supplemented as follows: All references to the purchase price in the Original Offer to Purchase or the related tender offer documents shall now mean a price of not greater than $37.50 per Share nor less than $34.75 per share, without interest. All references to the minimum purchase price in the tender offer shall now mean a minimum price of $34.75 per Share and all references to the maximum purchase price in the tender offer shall now mean a maximum price of $37.50 per share. All references to the Expiration Date in the Original Offer to Purchase or the related tender offer documents shall now mean 12:00 midnight, New York City time, on Friday, July 8, 2005 (the "Expiration Date") unless the tender offer is subsequently further extended or earlier terminated in accordance with its terms. All references to PolyMedica's offer to purchase up to 4,878,048 shares of its common stock in the Original Offer to Purchase or the related tender offer documents shall now mean up to 4,316,546 shares. TABLE OF CONTENTS
PAGE ---- SUMMARY TERM SHEET.................... 1 INTRODUCTION.......................... 3 THE OFFER............................. 4 1. Purpose of the Offer; Certain Effects of the Offer............ 4
PAGE ---- 2. Procedures for Tendering Shares.......................... 4 3. Price Range of the Shares; Dividends....................... 5 4. Certain Information Concerning PolyMedica...................... 5
SUMMARY TERM SHEET We are providing this summary term sheet for your convenience. This summary term sheet highlights the material information in this Supplement and the Original Offer to Purchase, but you should realize that it does not describe all of the details of the tender offer to the same extent described elsewhere in this Supplement, the Original Offer to Purchase and the Amended Letter of Transmittal. We urge you to read this Supplement, the Original Offer to Purchase and the Amended Letter of Transmittal because they contain the full details of the tender offer. We have included references to the Sections of the Offer to Purchase where you will find a more complete discussion. The Company is at times referred to as "PolyMedica," "we," "our" or "us." HOW LONG DO I HAVE TO TENDER MY SHARES; CAN THE TENDER OFFER BE FURTHER EXTENDED OR TERMINATED? You may tender your Shares until the tender offer expires. The tender offer will expire on Friday, July 8, 2005, at 12:00 midnight, New York City time, unless we further extend it. See Section 1. If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it is likely they have an earlier deadline for you to tender your Shares. We may choose to further extend the tender offer for any reason. See Section 14. We can terminate the tender offer under certain circumstances. See Sections 7 and 14. HOW WILL I BE NOTIFIED IF POLYMEDICA FURTHER EXTENDS OR AMENDS THE TERMS OF THE TENDER OFFER? We can further extend or amend the tender offer in our sole discretion. If we further extend the tender offer, we will issue a press release by 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Date (as defined in Section 1). We cannot assure you that the tender offer will be further extended or, if extended, for how long. We will announce any additional amendment to the tender offer by making a public announcement of the amendment. See Section 14. ARE THERE ANY CONDITIONS TO THE TENDER OFFER? Yes. Our obligation to accept and pay for your tendered Shares depends upon a number of conditions that must be satisfied or waived prior to the expiration of the tender offer, including: -- No changes in the general political, market, economic or financial conditions in the United States or abroad that could adversely affect our business, the trading in the shares of our common stock or the benefits of the tender offer shall have occurred during the tender offer. -- No legal action shall be pending or have been taken that would adversely affect the tender offer, and we shall not have received notice of an intention of any third party to institute legal action that would adversely affect the tender offer. -- No one shall have announced or made a tender or exchange offer (other than this tender offer), merger, business combination or other similar transaction involving us. -- No one, to our knowledge, shall acquire or propose to acquire more than 5% of our shares of common stock. -- No one, to our knowledge, shall file a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of our subsidiaries. -- No material change in our business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership shall have occurred. -- Our determination that the consummation of the tender offer and the purchase of Shares will not cause our common stock to be delisted from the Nasdaq National Market or to be eligible for deregistration under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The tender offer is subject to a number of other conditions described in greater detail in Section 7. 1 IF MY TENDER OF SHARES UNDER THE ORIGINAL OFFER TO PURCHASE IS STILL EFFECTIVE, CAN I WITHDRAW THOSE SHARES? Yes. You may withdraw any Shares you have tendered at any time before the expiration of the tender offer, which will occur at 12:00 midnight, New York City time, on Friday, July 8, 2005, unless we further extend it. CAN I CHANGE MY MIND AFTER I HAVE TENDERED SHARES IN THE TENDER OFFER; CAN I WITHDRAW MY TENDER? You may withdraw any Shares you have tendered at any time before 12:00 midnight, New York City time, on Friday, July 8, 2005, unless we further extend the tender offer. If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, however, it is likely they have an earlier deadline for you to withdraw your Shares. If we have not accepted for payment the Shares you have tendered to us, you may also withdraw your Shares after 12:00 midnight, New York City time, on Friday, July 22, 2005. See Section 4. HOW DO I WITHDRAW SHARES I PREVIOUSLY TENDERED? To withdraw Shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw the Shares. If you have tendered your Shares by giving instructions to a bank, broker, dealer, trust company or other nominee, you must instruct that person to arrange for the withdrawal of your Shares. See Section 4. DO I NEED TO SUBMIT A NOTICE OF WITHDRAWAL FOR SHARES I TENDERED UNDER THE ORIGINAL OFFER TO PURCHASE IF SUCH TENDER IS NO LONGER EFFECTIVE? No. Subject to the limited exceptions set forth in this Supplement, tenders of Shares under the Original Offer to Purchase are no longer effective, and a notice of withdrawal is not required. WHAT IS THE RECENT MARKET PRICE FOR THE SHARES? On Thursday, June 23, 2005, the last full trading day before the announcement of the extension of the tender offer, the closing sale price of the Shares on the Nasdaq National Market was $35.00 per Share. You are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to tender your Shares. See Section 8. 2 INTRODUCTION PolyMedica Corporation, a Massachusetts corporation, has amended its offer to its shareholders to tender shares of its common stock, $0.01 par value, including the associated stock purchase rights issued under the Rights Agreement, between PolyMedica and Equiserve Trust Company, dated September 13, 2002 (the "Shares"), for purchase by PolyMedica. PolyMedica is now offering to purchase up to 4,316,546 Shares at a price not greater than $37.50 nor less than $34.75 per Share, net to the seller, in cash, without interest. The tender offer, proration period and related withdrawal rights were originally scheduled to expire at 12:00 midnight, New York City time, on Thursday, June 23, 2005. However, the Company has extended the tender offer, and the tender offer, proration period and withdrawal rights will now expire at 12:00 midnight, New York City time, on Friday, July 8, 2004, unless further extended. THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE ORIGINAL OFFER TO PURCHASE. EXCEPT AS SET FORTH HEREIN, ALL OF THE TERMS AND CONDITIONS OF THE OFFER SET FORTH IN THE ORIGINAL OFFER TO PURCHASE SHALL CONTINUE TO BE APPLICABLE. TENDERS OF SHARES, ORIGINAL LETTERS OF TRANSMITTAL, NOTICES OF GUARANTEED DELIVERY AND INSTRUCTIONS TO BROKERS, DEALERS AND COMMERCIAL BANKS, TRUST COMPANIES OR OTHER NOMINEES SUBMITTED IN CONNECTION WITH THE ORIGINAL OFFER TO PURCHASE ARE NO LONGER EFFECTIVE, SUBJECT TO LIMITED EXCEPTIONS FOR CERTAIN PREVIOUS TENDERS DESCRIBED BELOW. SHAREHOLDERS THAT DO NOT MEET ONE OF THESE LIMITED EXCEPTIONS AND WISH TO PARTICIPATE IN THE TENDER OFFER SHOULD TREAT THIS EXTENSION AS A NEW TENDER OFFER, WHETHER OR NOT THEY WISH TO MAKE ANY CHANGE IN THEIR PREVIOUS INSTRUCTIONS. THE FOLLOWING DO NOT NEED TO TAKE ANY ACTION IN RESPONSE TO THIS SUPPLEMENT: -- shareholders that have already tendered Shares under the Original Offer to Purchase and checked the box entitled "Shares Tendered at Price Determined Under the Tender Offer" in the Original Letter of Transmittal, and that do not wish to change that direction; and -- shareholders that have already tendered Shares under the Original Offer to Purchase and checked the box entitled "Shares Tendered at Price Determined Under the Tender Offer" on the blue instruction form provided to them by brokers, dealers, commercial banks and other nominees, and that do not wish to change that direction. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. OUR OBLIGATION TO ACCEPT, AND PAY FOR, SHARES VALIDLY TENDERED PURSUANT TO THE OFFER, HOWEVER, IS CONDITIONED UPON SATISFACTION OR WAIVER OF THE CONDITIONS SET FORTH IN SECTION 7 OF THE OFFER TO PURCHASE. As of June 22, 2005 we had 28,211,310 issued and outstanding Shares and 3,397,696 Shares reserved for issuance upon exercise of outstanding options under the Stock Option Plans and 180,413 Shares reserved for issuance under the Company's Employee Stock Purchase Plans. The maximum 4,316,546 shares that we are offering to purchase hereunder represent approximately 15.3% of the Shares outstanding (excluding 3,397,696 Shares reserved for issuance upon exercise of outstanding options under the Stock Option Plans and 180,413 Shares reserved for issuance under the Company's Employee Stock Purchase Plans)) on June 22, 2005. The Shares are listed and traded on the Nasdaq National Market under the symbol "PLMD." On June 23, 2005, the last full trading day before announcement of the extension of the Offer, the closing sale price of the Shares on the Nasdaq National Market was $35.00 per Share. Shareholders are encouraged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to tender their Shares. See Section 8. 3 THE OFFER 1. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER (PAGE 11 OF THE ORIGINAL OFFER TO PURCHASE) The eighth paragraph under Section 2 of the Original Offer to Purchase under the heading "Certain Effects of the Offer" is hereby amended by replacing such paragraph in its entirety with the following two paragraphs: "From time to time we evaluate opportunities to expand our business through affiliations with other medical product, service and pharmaceutical companies or through mergers or other business combination transactions, and in that connection we engage from time to time in discussions with companies that are in those lines of business. Except as provided below, we are not presently actively engaged in negotiations with respect to price or structure of any such business acquisition, although we do evaluate such activities from time to time and may re-engage in such activities in the future. We also, in the ordinary course of business, periodically acquire non-material assets such as patient lists and inventory from other businesses. We anticipate that we will continue to make such acquisitions. We have been contacted by a company which provides direct-to-consumer medical products and services, proposing that it be acquired by us. We have had discussions with this company in the past concerning such a transaction, although such discussions have not led to a transaction between us. We intend to perform further due diligence on this company and to commence negotiations regarding the terms of a potential transaction. We understand that this company has approximately 85,000 to 100,000 patients and had net revenues in fiscal year 2004 of $60 million to $70 million. If a transaction does occur, we would expect the purchase price to be in the range of $50 million to $70 million in cash, and that such transaction would be neutral or modestly accretive to our earnings per share. Although we intend to investigate this opportunity, no assurance can be given that such a transaction will be consummated or, if it is consummated, that it will be consummated within the estimated price range described herein or have the financial impact we expect." 2. PROCEDURES FOR TENDERING SHARES (PAGE 14 OF THE ORIGINAL OFFER TO PURCHASE) Section 3 of the Original Offer to Purchase is hereby amended and supplemented by adding the following to the end of such Section 3. "TENDERS OF SHARES, LETTERS OF TRANSMITTAL, NOTICES OF GUARANTEED DELIVERY AND INSTRUCTIONS TO BROKERS, DEALERS AND COMMERCIAL BANKS, TRUST COMPANIES OR OTHER NOMINEES SUBMITTED IN CONNECTION WITH THE ORIGINAL OFFER TO PURCHASE ARE NO LONGER EFFECTIVE, SUBJECT TO LIMITED EXCEPTIONS FOR CERTAIN PREVIOUS TENDERS DESCRIBED BELOW. ALL OTHER SHAREHOLDERS THAT DO NOT MEET ONE OF THESE LIMITED EXCEPTIONS AND THAT WISH TO PARTICIPATE IN THE OFFER SHOULD TREAT THIS EXTENSION AS A NEW OFFER, WHETHER OR NOT THEY WISH TO MAKE ANY CHANGE IN THEIR PREVIOUS INSTRUCTIONS. SHAREHOLDERS THAT HAVE ALREADY TENDERED SHARES UNDER THE ORIGINAL OFFER TO PURCHASE AND CHECKED THE BOX ENTITLED "SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER" IN THE ORIGINAL LETTER OF TRANSMITTAL, AND THAT DO NOT WISH TO CHANGE THAT DIRECTION, DO NOT NEED TO TAKE ANY ACTION IN RESPONSE TO THIS SUPPLEMENT. SHAREHOLDERS THAT HAVE ALREADY TENDERED SHARES UNDER THE ORIGINAL OFFER TO PURCHASE AND CHECKED THE BOX ENTITLED "SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER" ON THE BLUE INSTRUCTION FORM PROVIDED TO THEM BY BROKERS, DEALERS, COMMERCIAL BANKS AND OTHER NOMINEES, AND THAT DO NOT WISH TO CHANGE THAT DIRECTION, DO NOT NEED TO TAKE ANY ACTION IN RESPONSE TO THIS SUPPLEMENT." 4 3. PRICE RANGE OF SHARES; DIVIDENDS (PAGE 23 OF THE ORIGINAL OFFER TO PURCHASE) The last line of the second full paragraph under Section 8 of the Original Offer to Purchase is hereby amended by replacing such line in its entirety with the following: "First Quarter (through June 23, 2005).........................................................$35.95 $29.82" The first sentence of the third full paragraph under Section 8 of the Original Offer to Purchase is hereby amended by replacing such sentence in its entirety with the following: "On June 23, 2005, which was the last full trading day before announcement of the extension of the Offer, the closing sale price of the Shares reported on the Nasdaq National Market was $35.00 per Share." 4. CERTAIN INFORMATION CONCERNING POLYMEDICA (PAGE 24 OF THE ORIGINAL OFFER TO PURCHASE) The third sentence of the seventh paragraph under Section 10 of the Original Offer to Purchase is hereby amended by replacing such sentence in its entirety with the following: "The following pro forma financial information gives effect to the Offer for the purchase of 4.152 million Shares at $36.125 per Share, the midpoint of the range of potential purchase prices in the Offer." The pro forma tables and accompanying notes on page 26-27 of the Original Offer to Purchase are hereby amended by replacing such tables and accompanying notes in their entirety with the following:
PRO FORMA CONDENSED FINANCIAL INFORMATION ------------------------------------------------------- HISTORICAL NINE PRO FORMA NINE MONTHS ENDED PRO FORMA MONTHS ENDED DECEMBER 31, 2004 ADJUSTMENTS(1) DECEMBER 31, 2004 ----------------- --------------- ----------------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) STATEMENT OF OPERATIONS DATA: Net revenues.................... $336,682 $ -- $336,682 Gross margin.................... 202,509 -- 202,509 Income from operations.......... 31,402 -- 31,402 Net income...................... 20,723 (1,895)(2) 18,828 Diluted earnings per share...... $ 0.74 $ 0.05 $ 0.79 Weighted average shares, diluted...................... 27,841 (4,152)(3) 23,689 Ratio of earnings to fixed charges...................... 456.5 -- 13.1
- ------------ (1) The pro forma adjustments assume that the tender offer occurred as of April 1, 2003. (2) Reflects the assumed reduction in investment income of $662,000 as a result of a $63 million reduction in cash, equivalents and marketable securities from April 1, 2003 at an interest rate of 1.4%. In addition, the reduction in net income reflects the assumed borrowing of $90 million at an interest rate of 3.5%. The reduction of interest income and increase in interest expense was adjusted for the tax effects at a rate of 37.2% for the period presented. (3) Reflects the reduction in weighted average shares outstanding assuming the payment of $150 million for common shares at $36.125 per share, the midpoint of the range of potential purchase prices in the tender offer. 5
PRO FORMA CONDENSED FINANCIAL INFORMATION ------------------------------------------------------- HISTORICAL FISCAL PRO FORMA FISCAL YEAR ENDED PRO FORMA YEAR ENDED MARCH 31, 2004 ADJUSTMENTS(1) MARCH 31, 2004 ----------------- --------------- ----------------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) STATEMENT OF OPERATIONS DATA: Net revenues........................ $419,694 $ -- $419,694 Gross margin........................ 262,832 -- 262,832 Income from operations.............. 60,405 -- 60,405 Net income.......................... 37,932 (1,912)(2) 36,020 Diluted earnings per share.......... $ 1.45 $ 0.18 $ 1.63 Weighted average shares, diluted.... 26,201 (4,152)(3) 22,049 Ratio of earnings to fixed charges.......................... 793.0 -- 24.8
- ------------ (1) The pro forma adjustments assume that the tender offer occurred as of April 1, 2003. (2) Reflects the assumed reduction in investment income of $720,000 as a result of a $60 million reduction in cash, equivalents and marketable securities at an interest rate of 1.2%. In addition, the reduction in net income reflects the assumed borrowing of $90 million at an interest rate of 2.6%. The reduction of interest income and increase in interest expense was adjusted for the tax effects at a rate of 37.8% for the period presented. (3) Reflects the reduction in weighted average shares outstanding assuming the payment of $150 million for common shares at $36.125 per share, the midpoint of the range of potential purchase prices in the tender offer.
PRO FORMA CONDENSED BALANCE SHEET INFORMATION ------------------------------------------------------- HISTORICAL PRO FORMA PRO FORMA DECEMBER 31, 2004 ADJUSTMENTS(1) DECEMBER 31, 2004 ----------------- --------------- ----------------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) BALANCE SHEET DATA: Cash, equivalents and marketable securities...................... $ 67,171 $ (60,000) $ 7,171 Total current assets............... 191,468 (60,000) 131,468 Total assets....................... 339,769 (60,000) 279,769 Total current liabilities.......... 30,819 -- 30,819 Total debt and obligations......... 1,920 90,000 91,920 Total liabilities.................. 56,799 90,000 $146,799 Shareholders' equity............... $282,970 $(150,000) $132,970 Book value per share............... $ 10.20 -- $ 5.56
- ------------ (1) The decrease in cash reflects the use of $60 million to purchase the shares as of December 31, 2004. The increase in debt reflects the use of $90 million to purchase the shares. The decrease in shareholders' equity reflects the purchase of the shares in connection with the tender offer as of December 31, 2004. YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THE OFFER TO PURCHASE, THIS SUPPLEMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF OF US AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES IN THE OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE TENDER OFFER OTHER THAN THOSE CONTAINED IN THE OFFER TO PURCHASE, THIS SUPPLEMENT OR IN THE AMENDED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US, THE DEALER MANAGER OR THE INFORMATION AGENT. June 24, 2005 6 The Amended Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each shareholder of PolyMedica or his or her bank, broker, dealer, trust company or other nominee to the Depositary at its address set forth below: The Depositary for the Offer is: EQUISERVE TRUST COMPANY By First Class Mail: By Express Mail or By Hand: Overnight Courier: Equiserve Trust Company Equiserve Trust Company Equiserve Trust Company P.O. Box 859208 161 Bay State Drive 17 Battery Place, 11th Floor Braintree, MA 02185-9208 Braintree, MA 02184 New York, NY 10004
DELIVERY OF THE AMENDED LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY Questions and requests for assistance or for additional copies of the Offer to Purchase, this Supplement, the Amended Letter of Transmittal and the Amended Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and location listed below. You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the Offer. To confirm delivery of Shares, shareholders are directed to contact the Depositary. The Information Agent for the Offer is: THE ALTMAN GROUP, INC. 1275 Valley Brook Avenue Lyndhurst, NJ 07071 Banks and Brokers Call Collect: (201) 460-1200 All Others Please Call Toll Free: (800) 443-5182 The Dealer Manager for the Offer is: MORGAN STANLEY 1585 Broadway New York, NY 10036 (866) 818-4954 EX-99.(A)(1)(IX) 3 b55169a2exv99wxayx1yxixy.txt EX-(A)(1)(IX) FORM OF AMENDED LETTER OF TRANSMITTAL EXHIBIT (A)(1)(IX) AMENDED LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK PURSUANT TO THE OFFER TO PURCHASE FOR CASH DATED MAY 26, 2005 AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT TO THE OFFER TO PURCHASE DATED JUNE 24, 2005 BY POLYMEDICA CORPORATION OF UP TO 4,316,546 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $37.50 NOR LESS THAN $34.75 PER SHARE THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 8, 2005, UNLESS THE OFFER IS FURTHER EXTENDED. The Depositary for the tender offer is: EQUISERVE TRUST COMPANY By First Class Mail: By Express Mail or By Hand: Overnight Courier: Equiserve Trust Company Equiserve Trust Company Equiserve Trust Company P.O. Box 859208 161 Bay State Drive 17 Battery Place, 11th Floor Braintree, MA 02185-9208 Braintree, MA 02184 New York, NY 10004
Delivery of this Amended Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery. The instructions set forth in this Amended Letter of Transmittal should be read carefully before this Amended Letter of Transmittal is completed.
- ---------------------------------------------------------------------------------------------------------------------------- Indicate in this box the order (by certificate number) in which Shares are to be purchased in the event of proration*** 1st: 2nd: 3rd: 4th: 5th: 6th: - ---------------------------------------------------------------------------------------------------------------------------- * Need not be completed by shareholders tendering solely by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4. *** If you do not designate an order, in the event less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary.
- -------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4) - -------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED APPEAR(S) ON SHARE CERTIFICATE(S)) ATTACH ADDITIONAL SIGNED LIST IF NECESSARY - -------------------------------------------------------------------------------------------------- NUMBER OF SHARES CERTIFICATE REPRESENTED BY NUMBER(S)* CERTIFICATE(S)* ------------------------------------- ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ TOTAL SHARES TENDERED -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4) - --------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED APPEAR(S) ON SHARE CERTIFICATE(S)) ATTACH ADDITIONAL SIGNED LIST IF NECESSARY - ------------------------------------------------------------ ------------------------------------- BOOK ENTRY NUMBER OF SHARES SHARES TENDERED** ------------------------------------- --------------- --------------- --------------- --------------- --------------- --------------- --------------------------------------------------- ---------------------------------------------------------------------- - ----------
SHAREHOLDERS THAT PREVIOUSLY TENDERED SHARES UNDER THE ORIGINAL OFFER TO PURCHASE AND CHECKED THE BOX ENTITLED "SHARES DETERMINED UNDER THE TENDER OFFER" IN THE ORIGINAL LETTER OF TRANSMITTAL, AND THAT DO NOT WISH TO CHANGE THAT DIRECTION DO NOT NEED TO COMPLETE THIS AMENDED LETTER OF TRANSMITTAL. ALL OTHER PREVIOUS TENDERS OF SHARES BY SHAREHOLDERS UNDER THE ORIGINAL LETTER OF TRANSMITTAL ARE INVALID. FOR THOSE SHAREHOLDERS, IN ORDER TO PROPERLY TENDER YOUR SHARES YOU MUST COMPLETE THIS AMENDED LETTER OF TRANSMITTAL AND DELIVER IT TO THE DEPOSITARY AS SET FORTH HEREIN BEFORE THE EXPIRATION DATE OF THE TENDER OFFER. IF YOU DO NOT COMPLETE THIS AMENDED LETTER OF TRANSMITTAL AND DELIVER IT TO THE DEPOSITARY FOR RECEIPT NOT LATER THAN 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JULY 8, 2005, YOU WILL BE DEEMED TO HAVE ELECTED NOT TO PARTICIPATE IN THE TENDER OFFER. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Offer to Purchase of PolyMedica Corporation ("PolyMedica" "we" or "us") dated May 26, 2005 (as amended and supplemented through June 24, 2005 and as the same may be further amended or supplemented from time to time, the "Offer to Purchase"). If you did not previously tender your Shares by completing and returning the original Letter of Transmittal, you may tender by completing and returning this Amended Letter of Transmittal. You should use this Amended Letter of Transmittal if you are tendering physical share certificates or are causing the Shares to be delivered by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC", which is hereinafter referred to as the "Book- Entry Transfer Facility") pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Tendering shareholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates for, or a book-entry confirmation with respect to, their Shares and all other documents required hereby to the Depositary prior to the Expiration Date must tender their Shares in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. Your attention is directed in particular to the following: 1. If you want to retain your Shares, you do not need to take any action. 2. If you want to participate in the tender offer and wish to maximize the chance of having PolyMedica (as defined below) accept for exchange all the Shares you are tendering hereby, you should check the box marked "Shares Tendered at Price Determined Under the Tender Offer" below and complete the other portions of this Amended Letter of Transmittal as appropriate. Note that this election could have the effect of decreasing the price at which PolyMedica purchases your tendered Shares because Shares tendered using this election will effectively be considered available for purchase at the minimum price of $34.75 per Share. Also, note that this election could result in your Shares being purchased at the minimum tender price of $34.75 per Share. 3. If you wish to select a specific price at which you will be tendering your Shares, you should select one of the boxes in the section captioned "Shares Tendered at Price Determined by Shareholder" below and complete the other portions of this Amended Letter of Transmittal as appropriate. IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 12. 2 DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): Name of Tendering Institution: - -------------------------------------------------------------------------------- Account Number: - -------------------------------------------------------------------------------- Transaction Code Number: - -------------------------------------------------------------------------------- [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO AN AMENDED NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY. ENCLOSE A PHOTOCOPY OF THE AMENDED NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owners(s): - -------------------------------------------------------------------------------- Date of Execution of Amended Notice of Guaranteed Delivery: - -------------------------------------------------------------------------------- Name of Institution that Guaranteed Delivery: - -------------------------------------------------------------------------------- If delivered by book-entry transfer, check box: [ ] Name of Tendering Institution: - -------------------------------------------------------------------------------- Account Number: - -------------------------------------------------------------------------------- Transaction Code Number: - -------------------------------------------------------------------------------- 3 THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX): (1) SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5) By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER "Shares Tendered at Price Determined Under the Tender Offer," the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the purchase price determined by PolyMedica for the Shares is less than the price checked below. If the purchase price for the Shares is equal to or greater than the price checked, then the Shares purchased by PolyMedica will be purchased at the purchase price. A SHAREHOLDER WHO DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE AMENDED LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. The same Shares cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED [ ] $37.50 [ ] $37.25 [ ] $37.00 [ ] $36.75 [ ] $36.50 [ ] $36.25 [ ] $36.00 [ ] $35.75 [ ] $35.50 [ ] $35.25 [ ] $35.00 [ ] $34.75 OR (2) SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER (SEE INSTRUCTION 5) By checking the box below INSTEAD OF ONE OF THE BOXES UNDER "Shares Tendered at Price Determined by Shareholder," the undersigned hereby tenders Shares at the purchase price, as the same shall be determined by PolyMedica in accordance with the terms of the Offer. Note that this election could have the effect of decreasing the price at which PolyMedica purchases your tendered Shares because Shares tendered using this election will effectively be considered available for purchase at the minimum price of $34.75 per Share. Also, note that this election could result in your Shares being purchased at the minimum tender price of $34.75 per Share. [ ] The undersigned wants to maximize the chance of having PolyMedica purchase all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by PolyMedica in accordance with the terms of the Offer. This election could have the effect of decreasing the price at which PolyMedica purchases your tendered Shares because Shares tendered using this election will effectively be considered available for purchase at the minimum price of $34.75 per Share. Also, note that this election could result in your Shares being purchased at the minimum tender price of $34.75 per Share. 4 CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES. ODD LOTS (SEE INSTRUCTION 14) To be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. The undersigned (check one box): [ ] is the beneficial or record owner of an aggregate of fewer than 100 Shares, all of which are being tendered; or [ ] is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all of the Shares. NOTE THAT ODD LOT HOLDERS MUST ALSO CHECK ONE BOX UNDER (1) OR (2) IN THE SECTION IMMEDIATELY PRECEDING THIS "ODD LOTS" SECTION. COMPLETING ONLY THIS "ODD LOTS" SECTION IS NOT A VALID TENDER OF SHARES. CONDITIONAL TENDER (SEE INSTRUCTION 13) A tendering shareholder may condition his or her tender of Shares upon PolyMedica purchasing a specified minimum number of the Shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of Shares you indicate below is purchased by PolyMedica pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional. [ ] The minimum number of Shares that must be purchased, if any are purchased, is ________ Shares. If, because of proration, the minimum number of Shares designated will not be purchased, PolyMedica may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box: [ ] The tendered Shares represent all Shares held by the undersigned. NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. 5 Ladies and Gentlemen: The undersigned hereby tenders to PolyMedica Corporation, a Massachusetts corporation ("PolyMedica" or the "Company"), the above-described shares of PolyMedica common stock, $0.01 par value per share, including the associated stock purchase rights issued under the Rights Agreement, between PolyMedica and Equiserve Trust Company, dated September 13, 2002 (the "Shares"), at the price per Share indicated in this Amended Letter of Transmittal, net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Company's Offer to Purchase dated May 26, 2005 (which the undersigned acknowledges already having received) (as amended prior to the date of the Supplement (as defined below), the "Original Offer to Purchase" together with the Supplement Offer to Purchase dated June 24, 2005 (the "Supplement"), the "Offer to Purchase") and this Amended Letter of Transmittal (which, together with the Offer to Purchase, as each may be further amended or supplemented from time to time constitute, constitute the "Offer"). The undersigned also acknowledges receipt of the Supplement and related Amended Letter of Transmittal. Subject to and effective on acceptance for payment of, and payment for, the Shares tendered with this Amended Letter of Transmittal in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of PolyMedica, all right, title and interest in and to all the Shares that are being tendered hereby and irrevocably constitutes and appoints Equiserve Trust Company (the "Depositary"), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned's rights with respect to such Shares, to (a) deliver certificates for such Shares or transfer ownership of such Shares 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 PolyMedica, (b) present such Shares for cancellation and transfer on the Company's books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer. 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, when the same are accepted for payment by PolyMedica, PolyMedica will acquire good title thereto, free and clear of all liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the Depositary or PolyMedica, execute any additional documents deemed by the Depositary or PolyMedica to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any and all such other Shares or other securities or rights), all in accordance with the terms of the Offer. All authority conferred or agreed to be conferred pursuant to this Amended Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Amended Letter of Transmittal will constitute a binding agreement between the undersigned and PolyMedica on the terms and subject to the conditions of the Offer. It is a violation of Rule 14e-4 promulgated under the Exchange Act (as defined in the Offer to Purchase) for a person acting alone or in concert with others, directly or indirectly, to tender Shares for such person's own account unless at the time of tender and at the expiration date such person has a "net long position" in (a) the Shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such Shares for the purpose of tender to PolyMedica within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into Shares ("Equivalent Securities") that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such Shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such Shares so acquired for the purpose of tender to PolyMedica within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Shares made pursuant to any method of delivery set forth in this Amended Letter of Transmittal will constitute the tendering shareholder's representation and warranty to PolyMedica that (a) such shareholder has a "net long position" in Shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (b) such tender of Shares complies with Rule 14e-4. 6 Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and PolyMedica upon the terms and subject to the conditions of the Offer. The undersigned understands that PolyMedica will, upon the terms and subject to the conditions of the Offer, determine a single per Share purchase price, not in excess of $37.50 nor less than $34.75 per Share, that it will pay for Shares properly tendered and not properly withdrawn in the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The undersigned understands that PolyMedica will select the lowest purchase price (which shall not be less than $34.75 nor greater than $37.50 per Share) that will allow it to purchase a number of Shares with an aggregate purchase price of $150 million, or such lesser number of Shares as are properly tendered and not properly withdrawn, in the Offer, subject to its right to increase the total number of Shares purchased to the extent permitted by law. The undersigned understands that all Shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased at the purchase price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer, including its proration provisions, "odd lot" provisions and conditional tender provisions, and that PolyMedica will return at its expense all other Shares, including Shares tendered at prices greater than the purchase price and not properly withdrawn and Shares not purchased because of proration or conditional tenders, promptly following the Expiration Date (as defined in the Offer to Purchase). Unless otherwise indicated herein under "Special Payment Instructions," please issue the check for payment of the purchase price and/or return any certificates for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under "Description of Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for payment of the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered." In the event that both the "Special Delivery Instructions" and the "Special Payment Instructions" are completed, please issue the check for payment of the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the book-entry transfer facility designated above. The undersigned recognizes that PolyMedica has no obligation pursuant to the "Special Payment Instructions" to transfer any Shares from the name of the registered holder(s) thereof if PolyMedica does not accept for payment any of the Shares so tendered. 7 SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 7 AND 8) To be completed ONLY if certificates for Shares not tendered or not accepted for payment and/or the check for payment of the purchase price of Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by credit to an account at the Book-Entry Transfer Facility other than the undersigned. Issue: [ ] Check [ ] Certificate(s) to: Name: - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - -------------------------------------------------------------------------------- (SUCH PERSONS MUST PROPERLY COMPLETE A FORM W-9, FORM W-8BEN, FORM W-8ECI OR FORM W-8IMY, AS APPLICABLE) [ ] Credit Shares delivered by book-entry transfer and not purchased to the account set forth below: Account Number: - -------------------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 7 AND 8) To be completed ONLY if certificates for Shares not tendered or not accepted for payment and/or the check for payment of the purchase price of Shares accepted for payment are to be sent to someone other than the undersigned at an address other than that above. Issue: [ ] Check [ ] Certificate(s) to: Name: - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) 8 SIGN HERE (ALSO COMPLETE SUBSTITUTE FORM W-9 OR FORM W-8 AS APPLICABLE) - -------------------------------------------------------------------------------- SIGNATURE(S) OF SHAREHOLDER(S)) Dated: ------------------------------ , 2005 (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) for the Shares 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, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.) Name(s): - -------------------------------------------------------------------------------- (PLEASE PRINT) Capacity (Full Title): - -------------------------------------------------------------------------------- Address: ----------------------------------------------------------------------- (INCLUDE ZIP CODE) Daytime Area Code and Telephone Number: - -------------------------------------------------------------------------------- Employer Identification or Social Security Number: - -------------------------------------------------------------------------------- (Complete Accompanying Substitute Form W-9 or Form W-8 as applicable) GUARANTEE OF SIGNATURE(S) (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 6) Authorized Signature: - -------------------------------------------------------------------------------- Name: - -------------------------------------------------------------------------------- (PLEASE PRINT) Name of Firm: - -------------------------------------------------------------------------------- Title: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Daytime Area Code and Telephone Number: - -------------------------------------------------------------------------------- Dated: ------------------------------ , 2005 9 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Amended Letter of Transmittal if either (a) this Amended Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the book-entry transfer facility's system whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on this Amended Letter of Transmittal or (b) such Shares are tendered for the account of a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc. or is otherwise an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "eligible institution"). In all other cases, all signatures on this Amended Letter of Transmittal must be guaranteed by an eligible institution. See Instruction 6. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents may also need to be guaranteed. See Instruction 6. 2. REQUIREMENTS OF TENDER. This Amended Letter of Transmittal is to be completed by shareholders if certificates are to be forwarded herewith or, unless an agent's message (as defined below) is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a shareholder to validly tender Shares pursuant to the Offer, either (a) an Amended Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, 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 at its address set forth on the back of this Amended Letter of Transmittal prior to the expiration date and either certificates for tendered Shares must be received by the Depositary at such address or Shares must be delivered pursuant to the procedures for book-entry transfer set forth herein (and a book-entry confirmation must be received by the Depositary), in each case prior to the Expiration Date, or (b) the tendering shareholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase. Agents Message: The term "agent's message" means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, which states that such book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Amended Letter of Transmittal and that PolyMedica may enforce such agreement against such participant. Guaranteed Delivery: Shareholders whose certificates for Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the expiration date may tender their Shares by properly completing and duly executing the Amended Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to those procedures, (a) tender must be made by or through an eligible institution, (b) a properly completed and duly executed Amended Notice of Guaranteed Delivery, substantially in the form provided by PolyMedica, must be received by the Depositary prior to the expiration date and (c) the certificates for all tendered Shares in proper form for transfer (or a book-entry confirmation with respect to all such Shares), together with an Amended Letter of Transmittal (or facsimile thereof), properly completed and duly executed, 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, in each case within three trading days after the date of execution of the Amended Notice of Guaranteed Delivery as provided in Section 3 of the Offer to Purchase. A "trading day" is any day on which the Nasdaq National Market is open for business. THE METHOD OF DELIVERY OF SHARES, THIS AMENDED LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE ELECTION AND RISK OF THE TENDERING 10 SHAREHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. All tendering shareholders, by execution of this Amended Letter of Transmittal (or a 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 this Amended Letter of Transmittal is inadequate, the certificate numbers and/or the number of Shares 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 any such case, 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 Amended Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the Shares tendered herewith. In the case of Shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the Shares will be credited to the appropriate account maintained by the tendering shareholder at the Book-Entry Transfer Facility. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. In each case, Shares will be returned or credited without expense to the shareholder. 5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be properly tendered, the shareholder MUST either (1) check the box indicating the price per Share at which such shareholder is tendering Shares under "Price (in dollars) per Share at which Shares are being tendered," or (2) check the box in the section captioned "Shares Tendered at Price Determined Under the Tender Offer" in order to maximize the chance of having PolyMedica purchase all of the Shares tendered (subject to the possibility of proration). Selecting option (2) could have the effect of decreasing the price at which PolyMedica purchases the shareholder's tendered Shares because Shares tendered using this election will effectively be considered available for purchase at the minimum price of $34.75 per Share. Selecting option (2) could result in the shareholder receiving a price per Share as low as $34.75. ONLY ONE BOX UNDER (1) OR (2) MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A SHAREHOLDER WISHING TO TENDER PORTIONS OF SUCH SHAREHOLDER'S SHARE HOLDINGS AT DIFFERENT PRICES MUST COMPLETE A SEPARATE AMENDED LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH SHAREHOLDER WISHES TO TENDER EACH SUCH PORTION OF SUCH SHAREHOLDER'S SHARES. The same Shares cannot be tendered more than once, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price. 6. SIGNATURES ON AMENDED LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. Exact Signatures. If this Amended 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 certificate(s) without any change whatsoever. Joint Holders. If any of the Shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Amended Letter of Transmittal. Different Names on Certificates. 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 Amended Letters of Transmittal as there are different registrations of certificates. Endorsements. If this Amended 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 11 fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to PolyMedica of his or her authority to so act must be submitted with this Amended Letter of Transmittal. If this Amended 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 Amended Letter of Transmittal is signed by a person other than the registered owner(s) of the Shares tendered hereby, 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. 7. STOCK TRANSFER TAXES. PolyMedica 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 Amended 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 Amended Letter of Transmittal. Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Amended Letter of Transmittal. 8. 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 are to be issued in the name of and/or returned to, a person other than the signer of this Amended 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 Amended Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Amended Letter of Transmittal should be completed. 9. WAIVER OF CONDITIONS. PolyMedica reserves the right, subject to the applicable rules and regulations of the Securities and Exchange Commission, to waive any of the specified conditions of the Offer, in whole or in part, in the case of any Shares tendered. 10. FEDERAL INCOME TAX WITHHOLDING. In order to avoid U.S. backup withholding equal to 28% of the gross payments payable pursuant to the Offer, each shareholder surrendering Shares in the Offer must, unless an exemption applies (as described below), provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below in this Amended Letter of Transmittal and certify under penalties of perjury that such TIN is correct and that the shareholder is not subject to backup withholding. If a shareholder does not provide a correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such shareholder and payment of cash to such shareholder pursuant to the Offer may be subject to the backup withholding. In the case of a U.S. shareholder who has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, backup withholding at a rate of 28% of any "reportable payment" made to such shareholder will be withheld. Backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the shareholder upon filing an income tax return. To prevent backup withholding with respect to any payments received in respect of the Offer, each U.S. shareholder should provide the Depositary, with either: (i) such U.S. shareholder's correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such prospective holder is awaiting a TIN), that such prospective holder is a U.S. person (including a U.S. resident 12 alien), and that (A) such prospective holder is exempt from backup withholding, (B) such prospective holder has not been notified by the IRS that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (C) the IRS has notified such prospective holder that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption. If the Shares are held in more than one name or are not in the name of the actual owner, consult the enclosed Substitute Form W-9 and accompanying instructions for additional guidance on which number to report. Some shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Exempt shareholders should indicate their exempt status on the Substitute Form W-9. A foreign individual or entity may qualify as an exempt recipient by submitting the appropriate IRS Form W-8 (W-8BEN, Form W-8ECI or Form W-8IMY), properly completed and signed under penalty of perjury, attesting to the holder's exempt status. The appropriate Form W-8 may be obtained from the Depositary or the IRS website (www.irs.gov). Even if a foreign shareholder has provided the required certification to avoid backup withholding, the Depositary will withhold the 30% tax from gross payments made to any foreign shareholder pursuant to the Offer unless the Depositary determines that a foreign shareholder is either entitled to a reduced withholding rate under an income tax treaty or exempt from the withholding because the gross proceeds are effectively connected with the conduct of a trade or business within the U.S. A foreign shareholder who is eligible for a reduced rate of withholding pursuant to a U.S. income tax treaty must certify that fact to the Depositary by providing to the Depositary a properly executed IRS Form W-8 BEN or other appropriate form, prior to the time payment is made. To obtain an exemption from withholding based on the grounds that the gross income is effectively connected with the conduct of a trade or business within the U.S., the foreign shareholder must furnish the Depositary with a properly executed IRS Form W-8 ECI prior to the date of payment. These forms are available from the Depositary or the IRS website (www.irs.gov). A foreign shareholder may be eligible to obtain from the IRS a refund of tax withheld if the foreign shareholder is able to establish that no tax (or a reduced amount of tax) is due. Foreign shareholder are encouraged 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. 11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance or additional copies of the Original Offer to Purchase, the Supplement, this Amended Letter of Transmittal and the Amended Notice of Guaranteed Delivery may be directed to the Information Agent at its address set forth on the back cover of this Amended Letter of Transmittal. 12. LOST, DESTROYED OR STOLEN CERTIFICATES. Shareholders whose certificate or certificates for part or all of their shares have been lost, stolen, misplaced or destroyed may contact Equiserve Trust Company, as transfer agent for our Shares, at (877) 282-1168 for instructions as to obtaining a replacement certificate. The replacement certificate will then be required to be submitted together with this Amended Letter of Transmittal in order to receive payment for Shares that are tendered and accepted for payment. A bond may be required to be posted by the shareholder to secure against the risk that the certificate may be subsequently recirculated. Shareholders are urged to contact Equiserve Trust Company immediately in order to permit timely processing of this documentation and to determine if the posting of a bond is required. This Amended Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. 13. 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 Amended Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. In the box in this Amended Letter of Transmittal and, if applicable, the Amended Notice of Guaranteed Delivery, 13 you must calculate and appropriately indicate the minimum number of Shares that must be purchased if any are to be purchased. As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether PolyMedica accepts conditional tenders and may result in Shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of Shares would not be purchased. If, because of proration, the minimum number of Shares that you designate will not be purchased, PolyMedica 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 and check the box so indicating. Upon selection by lot, if any, PolyMedica will limit its purchase in each case to the designated minimum number of Shares. All tendered Shares will be deemed unconditionally tendered unless the "Conditional Tender" box is completed. The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of Shares pursuant to the offer in such a manner that the purchase will be treated as a sale of such Shares by the shareholder, rather than the payment of a dividend to the shareholder, for Federal income tax purposes. If you are an odd lot holder and you tender all of your Shares, you cannot conditionally tender, since your Shares will not be subject to proration. It is the tendering shareholder's responsibility to calculate the minimum number of Shares that must be purchased from the shareholder in order for the shareholder to qualify for sale rather than dividend treatment. Each shareholder is urged to consult his or her own tax advisor. See Section 12 of the Offer to Purchase. 14. ODD LOTS. As described in Section 1 of the Offer to Purchase, if PolyMedica is to purchase fewer than all Shares tendered before the Expiration Date 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 at or below the purchase price. This preference will not be available unless the section captioned "Odd Lots" is completed. 15. ORDER OF PURCHASE IN EVENT OF PRORATION. Shareholders may specify the order in which their Shares are to be purchased in the event that as a result of the proration provisions or otherwise, some but not all of the tendered Shares are purchased in the tender offer. The order of purchase may have an effect on the United States Federal income tax treatment of the purchase for the Shares purchased. See Section 1 and Section 3 of the Offer to Purchase. 16. IRREGULARITIES. All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by PolyMedica in its sole discretion, which determinations shall be final and binding on all parties. PolyMedica reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of PolyMedica's counsel, be unlawful. PolyMedica also reserves the absolute right to waive any of the conditions of the tender offer and any defect or irregularity in the tender of any particular Shares, and PolyMedica's interpretation of the terms of the tender 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 PolyMedica shall determine. None of PolyMedica, the Dealer Manager, the Depositary, the Information Agent 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. 17. STOCK OPTION PLAN. If you hold vested options in the Company's stock option plans, then you may exercise such vested options as indicated in the instructions separately sent to you by paying the cash exercise price, or if allowed by the plan under which the options were granted, by cashless exercise, and receiving Shares which you may then tender by following the instructions set forth in the Offer to Purchase and this Amended Letter of Transmittal. You must exercise your options by June 16, 2005, in order to obtain Shares to tender by the Expiration Date. If you are subject to the Company's insider trading policy, you may not exercise your options by cashless exercise prior to the close of business on May 27, 2005. 14 IMPORTANT: THIS AMENDED 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 DATE 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 DATE, OR THE TENDERING SHAREHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY. 15 PRINT OR TYPE See SPECIFIC INSTRUCTIONS on page 2. TO BE COMPLETED BY ALL PROSPECTIVE U.S. HOLDERS (SEE INSTRUCTION 10)
- ------------------------------------------------------------------------------------------------------------------------------ SUBSTITUTE REQUEST FOR TAXPAYER GIVE FORM TO THE FORM W-9 IDENTIFICATION NUMBER AND CERTIFICATION REQUESTER. DO NOT DEPARTMENT OF THE TREASURY SEND TO THE IRS. INTERNAL REVENUE SERVICE - ------------------------------------------------------------------------------------------------------------------------------ Name ------------------------------------------------------------------------------------------------------------------- Business name, if different from above ------------------------------------------------------------------------------------------------------------------- Individual/ Check appropriate box: [ ] Sole proprietor [ ] Corporation [ ] Partnership [ ] Exempt from backup [ ] Other ] . . . . . . . . . . . . withholding ------------------------------------------------------------------------------------------------------------------- Address (number, street, and apt. or suite no.) Requester's name and Address (optional) ------------------------------------------------------------------ City, state, and ZIP code ------------------------------------------------------------------------------------------------------------------- List account number(s) here (optional) - ------------------------------------------------------------------------------------------------------------------------------
PART I TAXPAYER IDENTIFICATION NUMBER (TIN) - --------------------------------------------------------------------------------
Enter your TIN in the appropriate box. For individuals, SOCIAL SECURITY NUMBER this is your social security number (SSN). HOWEVER, FOR A OR RESIDENT ALIEN, SOLE PROPRIETOR, OR DISREGARDED ENTITY, SEE EMPLOYER IDENTIFICATION NUMBER THE PART I INSTRUCTIONS ON PAGE 4. For other entities, it is your employer identification number (EIN). If you do not have a number, see HOW TO GET A TIN on page 4. NOTE: If the account is in more than one name, see the chart on page 5 for guidelines on whose number to enter.
- -------------------------------------------------------------------------------- PART II CERTIFICATION - -------------------------------------------------------------------------------- Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (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 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 and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. (See the instructions on page 5.)
- -------------------------------------------------------------------------------- SIGN Signature of HERE U.S. person ] Date ] - --------------------------------------------------------------------------------
16 PURPOSE OF FORM A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. U.S. PERSON. Use Substitute Form W-9 only if you are a U.S. person (including a resident alien) to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. FOREIGN PERSON. If you are a foreign person, use the appropriate Form W-8 (see PUB. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). NONRESIDENT ALIEN WHO BECOMES A RESIDENT ALIEN. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. EXAMPLE. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Substitute Form W-9 a statement that includes the information described above to support that exemption. If you are a NONRESIDENT ALIEN OR A FOREIGN ENTITY not subject to backup withholding, give the requester the appropriate completed Form W-8. WHAT IS BACKUP WITHHOLDING? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments (31% AFTER December 31, 2010). This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will NOT be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. PAYMENTS YOU RECEIVE WILL BE SUBJECT TO BACKUP WITHHOLDING IF: 1. You do not furnish your TIN to the requester, or 2. You do not certify your TIN when required (see the Part II instructions on page 5 for details), or 3. The IRS tells the requester that you furnished an incorrect TIN, or 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the instructions below and the separate INSTRUCTIONS FOR THE REQUESTER OF FORM W-9. PENALTIES FAILURE TO FURNISH TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. MISUSE OF TINS. If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties. 17 SPECIFIC INSTRUCTIONS NAME If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. SOLE PROPRIETOR. Enter your INDIVIDUAL name as shown on your social security card on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line. LIMITED LIABILITY COMPANY (LLC). If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, ENTER THE OWNER'S NAME ON THE "NAME" LINE. Enter the LLC's name on the "Business name" line. OTHER ENTITIES. Enter your business name as shown on required Federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name" line. NOTE: You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.). EXEMPT FROM BACKUP WITHHOLDING If you are exempt, enter your name as described above and check the appropriate box for your status, then check the "Exempt from backup withholding" box in the line following the business name, sign and date the form. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. NOTE: If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. EXEMPT PAYEES. Backup withholding is NOT REQUIRED on any payments made to the following payees: 1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2); 2. The United States or any of its agencies or instrumentalities; 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities; 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities; or 5. An international organization or any of its agencies or instrumentalities. Other payees that MAY BE EXEMPT from backup withholding include: 6. A corporation; 7. A foreign central bank of issue; 8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States; 9. A futures commission merchant registered with the Commodity Futures Trading Commission; 10. A real estate investment trust; 11. An entity registered at all times during the tax year under the Investment Company Act of 1940; 12. A common trust fund operated by a bank under section 584(a); 13. A financial institution; 14. A middleman known in the investment community as a nominee or custodian; or 15. A trust exempt from tax under section 664 or described in section 4947. The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.
------------------------------------------------------------ THEN THE PAYMENT IS EXEMPT IF THE PAYMENT IS FOR ... FOR ... ------------------------------------------------------------ Interest and dividend All exempt recipients except payments for 9 ------------------------------------------------------------ Broker transactions Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker ------------------------------------------------------------ Barter exchange transactions Exempt recipients 1 through 5 and patronage dividends ------------------------------------------------------------ Payments over $600 required Generally, exempt recipients to be reported and direct 1through 7(2) sales over $5,000(1) ------------------------------------------------------------
(1) See FORM 1099-MISC, Miscellaneous Income, and its instructions. (2) However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are NOT EXEMPT from backup withholding: medical and health care payments, attorneys' fees; and payments for services paid by a Federal executive agency. 18 PART I. TAXPAYER IDENTIFICATION NUMBER (TIN) ENTER YOUR TIN IN THE APPROPRIATE BOX. If you are a RESIDENT ALIEN and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see HOW TO GET A TIN below. If you are a SOLE PROPRIETOR and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single-owner LLC that is disregarded as an entity separate from its owner (see LIMITED LIABILITY COMPANY (LLC) on page 3), enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity's EIN. NOTE: See the chart on page 5 for further clarification of name and TIN combinations. HOW TO GET A TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get FORM SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form on-line at WWW.SSA.GOV/ONLINE/SS5.HTML. You may also get this form by calling 1-800-772-1213. Use FORM W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or FORM SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS Web Site at WWW.IRS.GOV. If you are asked to complete Substitute Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester and complete the attached Certificate of Awaiting Taxpayer Identification Number. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. NOTE: Writing "Applied For" means that you have already applied for a TIN OR that you intend to apply for one soon. CAUTION: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. PART II. CERTIFICATION To establish to the withholding agent that you are a U.S. person, or resident alien, sign Substitute Form W-9. You may be requested to sign by the withholding agent even if items 1, 3, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see EXEMPT FROM BACKUP WITHHOLDING on page 3. SIGNATURE REQUIREMENTS. Complete the certification as indicated in 1 through 5 below. 1. INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. You must give your correct TIN, but you do not have to sign the certification. 2. INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983 AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. REAL ESTATE TRANSACTIONS. You must sign the certification. You may cross out item 2 of the certification. 4. OTHER PAYMENTS. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED PROPERTY, CANCELLATION OF DEBT, QUALIFIED TUITION PROGRAM PAYMENTS (UNDER SECTION 529), IRA OR ARCHER MSA CONTRIBUTIONS OR DISTRIBUTIONS, AND PENSION DISTRIBUTIONS. You must give your correct TIN, but you do not have to sign the certification. WHAT NAME AND NUMBER TO GIVE THE REQUESTER
- --------------------------------------------------------------- FOR THIS TYPE OF ACCOUNT: GIVE NAME AND SSN OF: - --------------------------------------------------------------- 1. Individual The individual 2. Two or more individuals The actual owner of the (joint account) account or, if combined funds, the first individual on the account(1) 3. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 4. a. The usual revocable The grantor-trustee(1) savings trust (grantor is also trustee) b. So-called trust account The actual owner(1) that is not a legal or valid trust under state law 5. Sole proprietorship or The owner(3) single-owner LLC - --------------------------------------------------------------- FOR THIS TYPE OF ACCOUNT: GIVE NAME AND EIN OF: - --------------------------------------------------------------- 6. Sole proprietorship or The owner(3) single-owner LLC 7. A valid trust, estate, or Legal entity(4) pension trust 8. Corporate or LLC electing The corporation corporate status on Form 8832 9. Association, club, The organization religious, charitable, educational, or other tax-exempt organization 10. Partnership or multi-member The partnership LLC 11. A broker or registered The broker or nominee nominee 12. Account with the Department The public entity of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments - ---------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's SSN. 19 (3) YOU MUST SHOW YOUR INDIVIDUAL NAME, but you may also enter your business or "DBA" name. You may use either your SSN or EIN (if you have one). (4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. 20 PRIVACY ACT NOTICE Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply. 21 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 28% OF ALL PAYMENTS MADE TO YOU IN RESPECT OF THE REGISTERED NOTES (OR SUBSTITUTE OLD NOTES) DELIVERABLE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED SUBSTITUTE FORM W-9 AND ACCOMPANYING INSTRUCTIONS FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE "APPLIED FOR" IN THE SPACE FOR THE TIN ON THE 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 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 such an application in the near future. I understand that, notwithstanding the information I provided in Part I of the Substitute Form W-9 (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), up to 28% of all reportable payments made to me will be withheld until I provide a taxpayer identification number. If I fail to provide a taxpayer identification number within 60 days, such amounts will be paid over to the Internal Revenue Service. Signature ------------------------------ Date ------------------------- 22 The Amended Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each shareholder of PolyMedica 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: EQUISERVE TRUST COMPANY By First Class Mail: By Express Mail or By Hand: Overnight Courier: P.O. Box 859208 Equiserve Trust Company Equiserve Trust Company Braintree, MA 02185-9208 161 Bay State Drive 17 Battery Place, 11th Floor Braintree, MA 02184 New York, NY 10004
DELIVERY OF THE AMENDED LETTER OF TRANSMITTAL TO AN ADDRESS 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 Original Offer to Purchase, the Supplement, this Amended Letter of Transmittal and the Amended 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: THE ALTMAN GROUP, INC. 1275 Valley Brook Avenue Lyndhurst, NJ 07071 Banks and Brokers Call Collect: (201) 460-1200 All Others Please Call Toll Free: (800) 443-5182 The Dealer Manager for the Offer is: MORGAN STANLEY 1585 Broadway New York, NY 10036 (866) 818-4954 EX-99.(A)(1)(X) 4 b55169a2exv99wxayx1yxxy.txt EX-(A)(1)(X) AMENDED NOTICE OF GUARANTEED DELIVERY EXHIBIT (a)(1)(X) AMENDED NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED STOCK PURCHASE RIGHTS) OF POLYMEDICA CORPORATION THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 8, 2005, UNLESS THE TENDER OFFER IS FURTHER EXTENDED. As set forth in Section 3 of the Offer to Purchase (as defined below), this form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if (1) certificates representing shares of common stock, $0.01 par value per share (including the associated stock purchase rights issued under the Rights Agreement, between PolyMedica and Equiserve Trust Company, dated September 13, 2002) (the "Shares"), of PolyMedica Corporation, a Massachusetts corporation, are not immediately available, (2) the procedures for book-entry transfer cannot be completed on a timely basis or (3) time will not permit all required documents to reach the Depositary prior to the Expiration Date (as defined in the Offer to Purchase). This form may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase. The Depositary for the Offer is: EQUISERVE TRUST COMPANY By Facsimile Transmission: (781) 380-3388
By First Class Mail: By Express Mail or Overnight Courier: By Hand: Equiserve Trust Company Equiserve Trust Company Equiserve Trust Company P.O. Box 859208 161 Bay State Drive 17 Battery Place, 11th Floor Braintree, MA 02185-9208 Braintree, MA 02184 New York, NY 10004
To Confirm Facsimile Transmissions: (781) 843-1833 ext. 200 DELIVERY OF THIS AMENDED NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY (AS DEFINED IN THE OFFER TO PURCHASE) DOES NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY. THIS NOTICE IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON AN AMENDED LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS IN THE AMENDED LETTER OF TRANSMITTAL, THE SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE AMENDED LETTER OF TRANSMITTAL. Ladies and Gentlemen: The undersigned hereby tenders to PolyMedica Corporation, a Massachusetts corporation ("PolyMedica"), at the price per Share indicated in this Amended Notice of Guaranteed Delivery, on the terms and subject to the conditions set forth in the Offer to Purchase dated May 26, 2005 (as amended prior to the date of the Supplement (as defined below), the "Original Offer to Purchase", together with the Supplement to the Offer to Purchase dated June 24, 2005 (the "Supplement"), the "Offer to Purchase"), the Supplement and the related Amended Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), receipt of which is hereby acknowledged, the number of Shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. NUMBER OF SHARES TO BE TENDERED: ________ SHARES. THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX): (1) SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5 OF THE AMENDED LETTER OF TRANSMITTAL) By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER "Shares Tendered at Price Determined Under the Tender Offer," the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the purchase price determined by PolyMedica for the Shares is less than the price checked below. If the purchase price for the Shares is equal to or greater than the price checked, then the Shares purchased by PolyMedica will be purchased at the purchase price. A SHAREHOLDER WHO DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE AMENDED NOTICE OF GUARANTEED DELIVERY AND/OR AMENDED LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. The same Shares cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED [ ] $37.50 [ ] $37.25 [ ] $37.00 [ ] $36.75 [ ] $36.50 [ ] $36.25 [ ] $36.00 [ ] $35.75 [ ] $35.50 [ ] $35.25 [ ] $35.00 [ ] $34.75 OR (2) SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER (SEE INSTRUCTION 5 OF THE AMENDED LETTER OF TRANSMITTAL) By checking the box below INSTEAD OF ONE OF THE BOXES UNDER "Shares Tendered at Price Determined by Shareholder," the undersigned hereby tenders Shares at the purchase price, as the same shall be determined by PolyMedica in accordance with the terms of the Offer. Note that this election could have the effect of decreasing the price at which PolyMedica purchases your tendered Shares because Shares tendered using this election will effectively be considered available for purchase at the minimum price of $34.75 per Share. Also, note that this election could result in your Shares being purchased at the minimum tender price of $37.50 per Share. [ ] The undersigned wants to maximize the chance of having PolyMedica purchase all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes 2 above, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by PolyMedica in accordance with the terms of the Offer. This action could result in receiving a price per Share as low as $34.75. CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES. ODD LOTS (See Instruction 14 of the Amended Letter of Transmittal) To be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. The undersigned either (check one box): [ ] Is the beneficial or record owner of an aggregate of fewer than 100 Shares, all of which are being tendered; or [ ] is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), Shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all of the Shares. NOTE THAT ODD LOT HOLDERS MUST ALSO CHECK ONE BOX UNDER (1) OR (2) IN THE SECTION IMMEDIATELY PRECEDING THIS "ODD LOTS" SECTION. COMPLETING ONLY THIS "ODD LOTS" SECTION IS NOT A VALID TENDER OF SHARES. 3 CONDITIONAL TENDER (SEE INSTRUCTION 13 OF THE AMENDED LETTER OF TRANSMITTAL) A tendering shareholder may condition his or her tender of Shares upon PolyMedica purchasing a specified minimum number of the Shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of Shares you indicate below is purchased by PolyMedica pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional. [ ] The minimum number of Shares that must be purchased, if any are purchased, is: ------------------------------ Shares. If, because of proration, the minimum number of Shares designated will not be purchased, PolyMedica may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box: [ ] The tendered Shares represent all Shares held by the undersigned. Certificate Nos. (if available): - -------------------------------------------------------------------------------- Name(s) and taxpayer ID No. or Social Security No. of Record Holder(s): - -------------------------------------------------------------------------------- (Please Type or Print) ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Address(es): - -------------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Zip Code: - -------------------------------------------------------------------------------- Daytime Area Code and Telephone Number: - -------------------------------------------------------------------------------- Signature(s): - -------------------------------------------------------------------------------- Dated: ------------------------------ , 2005 If Shares will be tendered by book-entry transfer, check this box and provide the following information: Account Number at Book-Entry Transfer Facility: - -------------------------------------------------------------------------------- 4 6 EX-99.(A)(1)(XI) 5 b55169a2exv99wxayx1yxxiy.txt EX-(A)(1)(XI) FORM OF AMENDED LETTER TO CLIENTS EXHIBIT (a)(1)(XI) SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH BY POLYMEDICA CORPORATION OF UP TO 4,316,546 OUTSTANDING SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $37.50 NOR LESS THAN $34.75 PER SHARE THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 8, 2005, UNLESS THE TENDER OFFER IS FURTHER EXTENDED. To Our Clients: On May 26, 2005, PolyMedica Corporation, a Massachusetts corporation (the "Company"), distributed an Offer to Purchase (as defined below) and a related Letter of Transmittal in connection with its offer to purchase for cash up to 4,878,048 shares of its common stock, $0.01 par value per share, including the associated stock purchase rights issued under the Rights Agreement, between PolyMedica and Equiserve Trust Company, dated September 13, 2002 (the "Shares"), at a price, net to the seller in cash, without interest, specified by its shareholders of not greater than $34.50 nor less than $30.75 per share, net to the seller, in cash, without interest, upon the terms and subject to the conditions of the Original Offer to Purchase (as defined below). The tender offer was scheduled to expire at 12:00 midnight, New York City time, on June 23, 2005. THE COMPANY HAS EXTENDED THE EXPIRATION DATE OF THE TENDER OFFER TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JULY 8, 2005 (THE "EXPIRATION DATE"). THE COMPANY HAS ALSO INCREASED THE PRICE PER SHARE AT WHICH SHAREHOLDERS MAY TENDER THEIR SHARES TO A PRICE NOT GREATER THAN $37.50 NOR LESS THAN $34.75 PER SHARE, WITHOUT INTEREST AND, AS A RESULT, HAS DECREASED THE NUMBER OF ITS SHARES SUBJECT TO THE TENDER OFFER TO 4,316,546. The tender offer was originally made upon the terms and subject to the conditions described in the Offer to Purchase dated May 26, 2005, (as amended prior to the date of the Supplement (as defined below), the "Original Offer to Purchase", together with the Supplement to the Offer to Purchase dated June 24, 2005 (the "Supplement"), the "Offer to Purchase") and related Letter of Transmittal (the "Original Letter of Transmittal") previously distributed to shareholders. The Original Offer to Purchase and Original Letter of Transmittal have subsequently been amended and supplemented by the enclosed Supplement and related amended Letter of Transmittal (the "Amended Letter of Transmittal"). The Offer to Purchase and the Amended Letter of Transmittal, as each may be further amended and supplemented from time to time, together constitute the "Offer." Capitalized terms used herein, and not otherwise defined, shall have the meanings assigned to them in the Offer to Purchase. The description of the Offer in this letter is only a summary, and is qualified by all of the terms and conditions of the Offer set forth in the Original Offer to Purchase, the Supplement and the Amended Letter of Transmittal. SHAREHOLDERS THAT HAVE ALREADY TENDERED SHARES UNDER THE ORIGINAL OFFER TO PURCHASE AND CHECKED THE BOX ENTITLED "SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER" ON THE INSTRUCTION FORM PROVIDED TO THEM BY BROKERS, DEALERS, COMMERCIAL BANKS AND OTHER NOMINEES, AND THAT DO NOT WISH TO CHANGE THAT DIRECTION, DO NOT NEED TO COMPLETE THE ATTACHED INSTRUCTION FORM. ALL OTHER PREVIOUS TENDERS OF SHARES BY SHAREHOLDERS UNDER THE BLUE INSTRUCTION FORM PROVIDED TO THEM BY BROKERS, DEALERS, COMMERCIAL BANKS AND OTHER NOMINEES ARE INVALID. FOR THESE SHAREHOLDERS, IF YOU HAVE ALREADY PRO- VIDED US WITH INSTRUCTIONS IN CONNECTION WITH THE ORIGINAL OFFER TO PURCHASE, THOSE INSTRUCTIONS ARE NO LONGER EFFECTIVE. IN ORDER TO PROPERLY TENDER YOUR SHARES YOU MUST PROVIDE US WITH NEW INSTRUCTIONS BY COMPLETING THE ENCLOSED GREEN INSTRUCTION FORM AND DELIVERING IT TO US AS SET FORTH HEREIN BEFORE THE EXPIRATION DATE OF THE OFFER. IF YOU DO NOT COMPLETE THE ENCLOSED GREEN INSTRUCTION FORM AND DELIVER IT TO US FOR RECEIPT IN AMPLE TIME TO PERMIT US TO SUBMIT YOUR TENDERED SHARES ON YOUR BEHALF BEFORE THE EXPIRATION OF THE OFFER, YOU WILL BE DEEMED TO HAVE ELECTED NOT TO PARTICIPATE IN THE OFFER. On the terms and subject to the conditions of the Offer, PolyMedica will determine a single per Share price, not greater than $37.50 nor less than $34.75 per Share, that it will pay for Shares properly tendered and not properly withdrawn in the Offer, taking into account the total number of Shares tendered and the prices specified by tendering shareholders. PolyMedica will select the lowest purchase price that will allow it to purchase Shares with an aggregate purchase price of $150 million (or, if there are not sufficient Shares that are properly tendered and not properly withdrawn that would yield an aggregate purchase price of $150 million, then all Shares tendered will be purchased at the highest price specified by the tendering shareholders). All Shares properly tendered at or below the purchase price and not properly withdrawn will be purchased at the purchase price selected by PolyMedica, on the terms and subject to the conditions of the Offer, including its proration provisions, "odd lot" provisions and conditional tender provisions. All Shares acquired in the Offer will be acquired at the same purchase price. PolyMedica reserves the right, in its sole discretion, to purchase more than 4,316,546 Shares in the Offer, subject to certain limitations and legal requirements. Shares tendered at prices greater than the purchase price and Shares not purchased because of proration provisions or conditional tenders will be returned to the tendering shareholders at PolyMedica's expense as promptly as practicable after the expiration of the Offer. See Section 1 and Section 3 of the Offer to Purchase. If the number of Shares properly tendered is less than or equal to 4,000,000 Shares (or such greater number of Shares as PolyMedica may elect to purchase pursuant to the Offer), PolyMedica will, on the terms and subject to the conditions of the Offer, purchase at the purchase price selected by PolyMedica all Shares so tendered. On the terms and subject to the conditions of the Offer, if the number of Shares properly tendered at prices at or below the purchase price selected by us and not properly withdrawn would have a purchase price in excess of $150 million, we will purchase such Shares (or such greater number of Shares as we may elect to purchase, such additional Shares not to exceed 2% of our outstanding Shares) first, from all shareholders who own beneficially or of record, an aggregate of fewer than 100 Shares (an "Odd Lot Holder") who properly tender all their Shares at or below the purchase price selected by PolyMedica, second, on a pro rata basis from all other shareholders who properly tender Shares at or below the purchase price selected by PolyMedica, subject to any conditional tenders, and third, if necessary to permit PolyMedica to purchase Shares, from holders who have only tendered Shares subject to the condition that a specified minimum number of the holder's Shares are purchased in the Offer as described in Section 6 of the Offer to Purchase (for which the condition was not initially satisfied, and provided the holders tendered all of their Shares) by random lot, to the extent feasible. See Section 1, Section 3 and Section 6 of the Offer to Purchase. We are the owner of record of Shares held for your account. As such, we are the only ones who can tender your Shares, and then only pursuant to your instructions. WE ARE SENDING YOU THE AMENDED LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT. PLEASE INSTRUCT US AS TO WHETHER YOU WISH US TO TENDER ANY OR ALL OF THE SHARES WE HOLD FOR YOUR ACCOUNT ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER. Please note the following: 1. You may tender your Shares at prices not greater than $37.50 nor less than $34.75 per Share, as indicated in the attached Instruction Form, net to you in cash, without interest. 2. You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which your Shares will be purchased in the event of proration. 3. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer to Purchase. 2 4. The Offer, withdrawal rights and proration period will expire at 12:00 midnight, New York City time, on July 8, 2005, unless PolyMedica further extends the Offer. 5. The Offer is for up to 4,316,546 Shares, constituting approximately 15.3% of the Shares outstanding as of June 22, 2005. 6. Tendering shareholders who are registered shareholders or who tender their Shares directly to Equiserve Trust Company will not be obligated to pay any brokerage commissions or fees to PolyMedica or the Dealer Manager, solicitation fees, or, except as set forth in the Offer to Purchase and the Amended Letter of Transmittal, stock transfer taxes on PolyMedica's purchase of Shares under the Offer. 7. If you wish to tender portions of your Shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your Shares. We must submit separate Amended Letters of Transmittal on your behalf for each price you will accept for each portion tendered. 8. If you hold beneficially or of record an aggregate of fewer than 100 Shares and you instruct us to tender on your behalf all such Shares at or below the purchase price before the expiration of the Offer and check the box captioned "Odd Lots" on the attached Instruction Form, PolyMedica, on the terms and subject to the conditions of the Offer, will accept all such Shares for purchase before proration, if any, of the purchase of other Shares properly tendered at or below the purchase price and not properly withdrawn. 9. If you wish to condition your tender upon the purchase of all Shares tendered or upon PolyMedica's purchase of a specified minimum number of the Shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. PolyMedica's purchase of Shares from all tenders which are so conditioned will be determined by random lot. To elect such a condition complete the section captioned "Conditional Tender" in the attached Instruction Form. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your Shares, we will tender all your Shares unless you specify otherwise on the attached Instruction Form. YOUR PROMPT ACTION IS REQUESTED. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BEFORE THE EXPIRATION OF THE TENDER OFFER. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 8, 2005, UNLESS THE OFFER IS FURTHER EXTENDED. The Offer is being made solely under the Offer to Purchase and the related Amended Letter of Transmittal and is being made to all record holders of Shares. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. 3 INSTRUCTION FORM WITH RESPECT TO OFFER TO PURCHASE FOR CASH BY POLYMEDICA CORPORATION OF UP TO 4,316,546 OUTSTANDING SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $37.50 NOR LESS THAN $34.75 PER SHARE The undersigned acknowledge(s) receipt of your letter, the Original Offer to Purchase, the Supplement and the related Amended Letter of Transmittal (which together as each may be further amended and supplemented, constitute the "Offer"), in connection with the offer by PolyMedica Corporation, a Massachusetts corporation ("PolyMedica"), to purchase for cash up to 4,316,546 shares of its common stock, $0.01 par value per share, including the associated stock purchase rights issued under the Rights Agreement, between PolyMedica and Equiserve Trust Company, dated September 13, 2002 (the "Shares"), at a price, net to the seller in cash, without interest, not greater than $37.50 nor less than $34.75 per Share, specified by the undersigned, on the terms and subject to the conditions of the Offer. The undersigned hereby instruct(s) you to tender to PolyMedica the number of Shares indicated below or, if no number is indicated, all Shares you hold for the account of the undersigned, at the price per Share indicated below, on the terms and subject to the conditions of the Offer. NUMBER OF SHARES TO BE TENDERED: ________ SHARES* * UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES HELD BY US FOR YOUR ACCOUNT ARE TO BE TENDERED. CHECK ONLY ONE BOX: (1) SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (SEE INSTRUCTION 5 OF THE AMENDED LETTER OF TRANSMITTAL) By checking one of the following boxes below INSTEAD OF THE BOX UNDER "Shares Tendered at Price Determined Under the Tender Offer," the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the purchase price determined by PolyMedica for the Shares is less than the price checked below. If the purchase price for the Shares is equal to or greater than the price checked, then the Shares purchased by PolyMedica will be purchased at the purchase price. A SHAREHOLDER WHO DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES ARE TENDERED. The same Shares cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED [ ] $37.50 [ ] $37.25 [ ] $37.00 [ ] $36.75 [ ] $36.50 [ ] $36.25 [ ] $36.00 [ ] $35.75 [ ] $35.50 [ ] $35.25 [ ] $35.00 [ ] $34.75 OR 4 (2) SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER (SEE INSTRUCTION 5 OF THE AMENDED LETTER OF TRANSMITTAL) By checking the box below instead of one of the boxes under "Shares Tendered at Price Determined by Shareholder," the undersigned hereby tenders Shares at the purchase price, as the same shall be determined by PolyMedica in accordance with the terms of the Offer. Note that this election could have the effect of decreasing the price at which PolyMedica purchases your tendered Shares because Shares tendered using this election will effectively be considered available for purchase at the minimum price of $34.75 per Share. Also, note that this election could result in your Shares being purchased at the minimum tender price of $34.75 per Share. [ ] The undersigned wants to maximize the chance of having PolyMedica purchase all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by PolyMedica in accordance with the terms of the Offer. This action could result in receiving a price per Share as low as $[30.75]. CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES. ODD LOTS (See Instruction 14 of the Amended Letter of Transmittal) To be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. [ ] By checking this box, the undersigned represents that the undersigned owns, beneficially or of record, an aggregate of fewer than 100 Shares and is tendering all of those Shares. NOTE THAT ODD LOT HOLDERS MUST ALSO CHECK ONE BOX UNDER (1) OR (2) IN THE SECTION IMMEDIATELY PRECEDING THIS "ODD LOTS" SECTION. COMPLETING ONLY THIS "ODD LOTS" SECTION IS NOT A VALID TENDER OF SHARES. 5 CONDITIONAL TENDER (See Instruction 13 of the Amended Letter of Transmittal) A tendering shareholder may condition his or her tender of Shares upon PolyMedica purchasing a specified minimum number of the Shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of Shares you indicate below is purchased by PolyMedica pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering shareholder's responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional. [ ] The minimum number of Shares that must be purchased, if any are purchased, is: ------------------------------ Shares. If, because of proration, the minimum number of Shares designated will not be purchased, PolyMedica may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box: [ ] The tendered Shares represent all Shares held by the undersigned. THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. POLYMEDICA'S BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NEITHER POLYMEDICA NOR ANY MEMBER OF ITS BOARD OF DIRECTORS, NOR THE DEALER MANAGER OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER THEY SHOULD TENDER OR REFRAIN FROM TENDERING THEIR SHARES OR AS TO THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH THEY MAY CHOOSE TO TENDER THEIR SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER THEIR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH THEIR SHARES SHOULD BE TENDERED. IN DOING SO, SHAREHOLDERS SHOULD READ CAREFULLY THE INFORMATION IN THE OFFER TO PURCHASE, THE SUPPLEMENT AND IN THE RELATED AMENDED LETTER OF TRANSMITTAL. SEE SECTION 2 OF THE OFFER TO PURCHASE. SHAREHOLDERS SHOULD DISCUSS WHETHER TO TENDER THEIR SHARES WITH THEIR BROKER OR OTHER FINANCIAL OR TAX ADVISOR. POLYMEDICA'S DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED POLYMEDICA THAT THEY WILL NOT TENDER SHARES IN THE OFFER. Signature(s): - -------------------------------------------------------------------------------- Name(s): - -------------------------------------------------------------------------------- (PLEASE PRINT) Taxpayer Identification or Social Security Number: - -------------------------------------------------------------------------------- Address(es): - -------------------------------------------------------------------------------- (INCLUDING ZIP CODE) Area Code/Phone Number: 6 - -------------------------------------------------------------------------------- Date: - -------------------------------------------------------------------------------- 7 EX-99.(A)(1)(XII) 6 b55169a2exv99wxayx1yxxiiy.txt EX-(A)(1)(XII) FORM OF AMENDED LETTER TO BROKERS EXHIBIT (A)(1)(XII) SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH BY POLYMEDICA CORPORATION OF UP TO 4,316,546 SHARES OF ITS COMMON STOCK (INCLUDING THE ASSOCIATED STOCK PURCHASE RIGHTS) AT A PURCHASE PRICE NOT GREATER THAN $37.50 NOR LESS THAN $34.75 PER SHARE THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 8, 2005, UNLESS THE TENDER OFFER IS FURTHER EXTENDED. June 24, 2005 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: On May 26, 2005, PolyMedica Corporation, a Massachusetts corporation (the "Company"), distributed an Offer to Purchase (as defined below) and a related Letter of Transmittal in connection with its offer to purchase for cash up to 4,878,048 shares of its common stock, $0.01 par value per share, including the associated stock purchase rights issued under the Rights Agreement, between PolyMedica and Equiserve Trust Company, dated September 13, 2002 (the "Shares"), at a price, net to the seller in cash, without interest, specified by its shareholders of not greater than $34.50 nor less than $30.75 per share, net to the seller, in cash, without interest, upon the terms and subject to the conditions of the Original Offer to Purchase (as defined below). The tender offer was scheduled to expire at 12:00 midnight, New York City time, on June 23, 2005. THE COMPANY HAS EXTENDED THE EXPIRATION DATE OF THE TENDER OFFER TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JULY 8, 2005 (THE "EXPIRATION DATE"). THE COMPANY HAS ALSO INCREASED THE PRICE PER SHARE AT WHICH SHAREHOLDERS MAY TENDER THEIR SHARES TO A PRICE NOT GREATER THAN $37.50 NOR LESS THAN $34.75 PER SHARE, WITHOUT INTEREST AND, AS A RESULT, HAS DECREASED THE NUMBER OF ITS SHARES SUBJECT TO THE TENDER OFFER TO 4,316,546. The tender offer was originally made upon the terms and subject to the conditions described in the Offer to Purchase dated May 26, 2005 (as amended prior to the date of the Supplement (as defined below), the "Original Offer to Purchase", together with the Supplement to the Offer to Purchase dated June 24, 2005 (the "Supplement"), the "Offer to Purchase") and related Letter of Transmittal (the "Original Letter of Transmittal") previously distributed to shareholders. The Original Offer to Purchase and Original Letter of Transmittal have subsequently been amended and supplemented by the enclosed Supplement and related amended Letter of Transmittal (the "Amended Letter of Transmittal"). The Offer to Purchase and the Amended Letter of Transmittal, as each may be further amended and supplemented from time to time, together constitute the "Offer." Capitalized terms used herein, and not otherwise defined, shall have the meanings assigned to them in the Offer to Purchase. The description of the Offer in this letter is only a summary, and is qualified by all of the terms and conditions of the Offer set forth in the Original Offer to Purchase, the Supplement and the Amended Letter of Transmittal. SHAREHOLDERS THAT HAVE ALREADY TENDERED SHARES UNDER THE ORIGINAL OFFER TO PURCHASE AND CHECKED THE BOX ENTITLED "SHARES TENDERED AT PRICE DETERMINED UNDER THE TENDER OFFER" ON THE INSTRUCTION FORM AND THAT DO NOT WISH TO CHANGE THAT DIRECTION, DO NOT NEED TO COMPLETE THE ATTACHED INSTRUCTION FORM. ALL OTHER PREVIOUS TENDERS OF SHARES BY SHAREHOLDERS FROM NOMINEE ACCOUNTS ARE INVALID. FOR THOSE SHAREHOLDERS, IN ORDER TO PROPERLY TENDER THEIR SHARES THEY MUST PROVIDE YOU WITH NEW INSTRUCTIONS BY COMPLETING THE ENCLOSED GREEN INSTRUCTION FORM AND DELIVERING IT TO YOU AS SET FORTH HEREIN BEFORE THE EXPIRATION DATE OF THE OFFER. IF SUCH SHAREHOLDERS DO NOT COMPLETE THE ENCLOSED GREEN INSTRUCTION FORM AND DELIVER IT TO YOU FOR RECEIPT IN AMPLE TIME TO PERMIT YOU TO SUBMIT THE TENDERED SHARES ON THEIR BEHALF BEFORE THE EXPIRATION OF THE OFFER, SUCH SHAREHOLDER WILL BE DEEMED TO HAVE ELECTED NOT TO PARTICIPATE IN THE OFFER. PolyMedica will determine a single per Share price, not greater than $37.50 nor less than $34.75 per Share, that it will pay for the Shares properly tendered and not properly withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. PolyMedica will select the lowest purchase price that will allow it to purchase Shares with an aggregate purchase price of $150 million (or, if there are not sufficient Shares that are properly tendered and not properly withdrawn that would yield an aggregate purchase price of $150 million, then all Shares tendered will be purchased at the highest price specified by the tendering shareholders). PolyMedica will purchase all Shares validly tendered at prices at or below the purchase price and not withdrawn upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Amended Letter of Transmittal, including the provisions relating to "odd lot" tenders, proration and conditional tender described in the Offer to Purchase. Shares tendered at prices in excess of the purchase price and Shares not purchased because of proration or conditional tenders will be returned, at PolyMedica's expense, to the shareholders who tendered such Shares promptly after the Expiration Date (as defined in the Offer to Purchase). As described in the Offer to Purchase, in addition to the 4,316,546 Shares subject to the Offer, PolyMedica may exercise its right to purchase up to an additional 2% of its outstanding Shares without extending the Offer, subject to applicable legal requirements. See Section 1 of the Offer to Purchase. Enclosed with this letter are copies of the following documents: 1. Supplement to the Offer to Purchase dated June 24, 2005; 2. Amended Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients; 3. A form of letter that may be sent to your clients for whose account you hold Shares in your name or in the name of a nominee, and a green instruction form for obtaining such client's instructions with regard to the Offer; 4. Amended Notice of Guaranteed Delivery with respect to Shares; and 5. Letter to Shareholders from the President and Chief Executive Officer of PolyMedica. CERTAIN CONDITIONS TO THE OFFER ARE DESCRIBED IN SECTION 7 OF THE OFFER TO PURCHASE. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 8, 2005, UNLESS THE OFFER IS FURTHER EXTENDED. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (1) the certificates for (or a timely book-entry confirmation (as defined in the Offer to Purchase) with respect to) such Shares, (2) an Amended Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 3 of the Offer to Purchase, an agent's message (as defined in the Offer to Purchase), and (3) any other documents required by the Amended Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending on when certificates for Shares or book-entry confirmations with respect to Shares are actually received by the depositary. Under no circumstances will interest be paid on the purchase price of the Shares regardless of any further extension of, or amendment to, the offer or any delay in paying for such Shares. PolyMedica will not pay any fees or commissions to any broker or dealer or other person (other than the Dealer Manager, Information Agent and the Depositary, as described in the Offer to Purchase) in connection with the 2 solicitation of tenders of Shares pursuant to the Offer. However, PolyMedica will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed Offer materials to your clients. PolyMedica will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to instruction 7 of the Amended Letter of Transmittal. Questions and requests for additional copies of the enclosed material may be directed to the Information Agent at its address and telephone number set forth on the back cover of the Offer to Purchase. Very truly yours, Morgan Stanley & Co. Incorporated NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF POLYMEDICA, THE DEPOSITARY, THE DEALER MANAGER, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN. 3 EX-99.(A)(1)(XIII) 7 b55169a2exv99wxayx1yxxiiiy.txt EX-(A)(1)(XIII) AMENDED LETTER TO SHAREHOLDERS FROM THE CEO, DATED JUNE 24, 2005 EXHIBIT (A)(1)(XIII) June 24, 2005 To Our Shareholders: On May 26, 2005, PolyMedica Corporation, a Massachusetts corporation (the "Company"), distributed an Offer to Purchase (as defined below) and a related Letter of Transmittal in connection with its offer to purchase for cash up to 4,878,048 shares of its common stock, $0.01 par value per share, including the associated stock purchase rights issued under the Rights Agreement, between PolyMedica and Equiserve Trust Company, dated September 13, 2002 (the "Shares"), at a price, net to the seller in cash, without interest, specified by its shareholders of not greater than $34.50 nor less than $30.75 per Share, net to the seller, in cash, without interest, upon the terms and subject to the conditions of the Original Offer to Purchase (as defined below). The tender offer was scheduled to expire at 12:00 midnight, New York City time, on June 23, 2005. THE COMPANY HAS EXTENDED THE EXPIRATION DATE OF THE TENDER OFFER TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JULY 8, 2005 (THE "EXPIRATION DATE"). THE COMPANY HAS ALSO INCREASED THE PRICE PER SHARE AT WHICH SHAREHOLDERS MAY TENDER THEIR SHARES TO A PRICE NOT GREATER THAN $37.50 NOR LESS THAN $34.75 PER SHARE, WITHOUT INTEREST AND, AS A RESULT, HAS DECREASED THE NUMBER OF ITS SHARES SUBJECT TO THE TENDER OFFER TO 4,316,546. Based on the number of Shares tendered and the prices specified by the tendering shareholders, PolyMedica will select the lowest purchase price that will allow it to purchase Shares with an aggregate purchase price of $150 million (or, if there are not sufficient Shares that are properly tendered and not properly withdrawn that would yield an aggregate purchase price of $150 million, then all Shares tendered will be purchased at the highest price specified by the tendering shareholders). We will purchase the Shares that are properly tendered at or below that purchase price (and are not properly withdrawn), subject to possible proration and provisions relating to the tender of "odd lots" and conditional tenders, for cash at that purchase price, net to the selling shareholder. PolyMedica also expressly reserves the right, in its sole discretion, to purchase additional Shares subject to applicable legal requirements. If you do not wish to participate in the tender offer, you do not need to take any action. The tender offer is explained in detail in the Offer to Purchase, Supplement to the Offer to Purchase and related Amended Letter of Transmittal. If you wish to tender your Shares, instructions on how to tender Shares are provided in the enclosed materials. I encourage you to read these materials carefully before making any decision with respect to the tender offer. Neither PolyMedica nor any member of its Board of Directors, nor the Dealer Manager or the Information Agent makes any recommendation to you as to whether you should tender or refrain from tendering your Shares or as to the purchase price or purchase prices at which you may choose to tender your Shares. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender and the purchase price or purchase prices at which your Shares should be tendered. In doing so, you should read carefully the information in the Offer to Purchase, the Supplement to the Offer to Purchase and in the related Amended Letter of Transmittal. You should also discuss whether to tender your Shares with your broker or other financial or tax advisor. PolyMedica's directors and executive officers have advised the Company that they will not tender Shares in the tender offer. Please note that the tender offer is now scheduled to expire at 12:00 midnight, New York City time, on Friday, July 8, 2005, unless PolyMedica further extends it. On June 23, 2005, the last trading day prior to the announcement of the extension of the tender offer, the last reported sale price of our Shares on the Nasdaq National Market was $35.00 per Share. Any shareholder whose Shares are properly tendered directly to Equiserve Trust Company, the Depositary for the tender offer, and purchased in the tender offer, will not incur the usual transaction costs associated with open market sales. If you hold Shares through a broker or bank, you should consult your broker or bank to determine whether any transaction costs are applicable. If you own fewer than 100 Shares, the tender offer is an opportunity for you to sell your Shares without having to pay "odd lot" discounts. If you have any questions regarding the tender offer or need assistance in tendering your Shares, please contact The Altman Group, Inc., the Information Agent for the tender offer, at (800) 443-5182 (toll free) or Morgan Stanley & Co. Incorporated, the Dealer Manager for the tender offer, at (866) 818-4954 (toll free). Sincerely, Patrick T. Ryan President, Chief Executive Officer and Director 2 EX-99.(A)(5)(II) 8 b55169a2exv99wxayx5yxiiy.txt EX-99.(A)(5)(II) PRESS RELEASE (POLYMEDICA LOGO) INVESTOR CONTACT: Keith W. Jones Chief Financial Officer (781) 933-2020 POLYMEDICA EXTENDS EXPIRATION DATE FOR PREVIOUSLY ANNOUNCED MODIFIED DUTCH AUCTION TENDER OFFER WOBURN, MASSACHUSETTS - (June 24, 2005) - PolyMedica Corporation (NASDAQ/NM: PLMD) announced today that it is increasing the purchase price of its previously announced tender offer to repurchase up to $150 million of its common stock. The new purchase price will not be less than $34.75 per share nor more than $37.50 per share. Previously, the price range of the tender offer was from $30.75 to $34.50 per share. The Company is extending the expiration date of the tender offer from 12:00 midnight, Eastern time, on June 23, 2005 to 12:00 midnight, Eastern time, on July 8, 2005. All shareholders will be receiving a new Letter of Transmittal. Shareholders that have already tendered shares at a specified price must deliver a new Letter of Transmittal to the Depositary if they wish to participate in the tender offer. Shareholders that have already tendered their shares and indicated that they would accept the final price determined by the Company in the tender offer do not need to take any action unless they wish to change that direction. ABOUT POLYMEDICA PolyMedica Corporation is a leading provider of healthcare products and services to patients suffering from chronic diseases. With over 700,000 active patients, the Company is the nation's largest provider of blood glucose testing supplies and related services to people with diabetes. In addition, PolyMedica provides its patients with a full range of prescription medications through Liberty's mail-order pharmacy. By communicating with patients on a regular basis, providing the convenience of home delivery, and submitting claims for payment directly to Medicare and other insurers on behalf of their patients, Liberty provides a simple and reliable way for patients to obtain their supplies and medications and encourages compliance with their physicians' orders. More information about PolyMedica can be found on the Company's website at www.polymedica.com. This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of PolyMedica Corporation's common stock. The tender offer is being made only pursuant to the Offer to Purchase and the related materials (as amended and supplemented) that PolyMedica Corporation distributed to shareholders on May 26, 2005, as well as the additional materials to be distributed to shareholders. Shareholders should read all these materials carefully because they contain important information. Shareholders can obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, the supplement to the Offer to Purchase and other documents that PolyMedica Corporation filed with the Securities and Exchange Commission at the Commission's website at -END- (POLYMEDICA LOGO) www.sec.gov. Shareholders may also obtain a copy of these documents, without charge, from The Altman Group, Inc., the information agent for the tender offer, toll free at 800-443-5182. -END- -----END PRIVACY-ENHANCED MESSAGE-----