UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
JARDEN CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
471109108
(CUSIP Number of Common Stock)
Martin E. Franklin
Executive Chairman
Jarden Corporation
555 Theodore Fremd Avenue
Rye, New York 10580
(914) 967-9400
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
With a copy to:
Robert L. Lawrence, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
(212) 541-6222
CALCULATION OF FILING FEE | ||
| ||
Transaction Valuation | Amount Of Filing Fee** | |
$500,000,000 |
$57,300.00 | |
| ||
|
* | The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $500 million in aggregate of up to 15,625,000 shares of common stock, $0.01 par value, at the minimum tender offer price of $32.00 per share. |
** | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 3 for fiscal year 2012, equals $114.60 per million dollars of the value of the transaction. |
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: |
$57,300.00 | Filing Party: |
Jarden Corporation | |||
Form or Registration No.: |
Schedule TO | Date Filed: |
January 26, 2012 |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ¨
Check the appropriate boxes below 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: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
¨ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
INTRODUCTION
This Amendment No. 1 (the Amendment) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the Commission) on January 26, 2012 (the Schedule TO), relating to the offer (the Offer) by Jarden Corporation, a Delaware corporation (Jarden or the Company), to purchase up to $500 million in value of shares of its common stock, $0.01 par value per share (the Shares). The Offer is being made upon the terms and subject to the conditions in the Offer to Purchase, dated January 26, 2012 (the Original Offer to Purchase), as supplemented and amended by the Supplement to the Offer to Purchase, dated February 21, 2012 (the Supplement and together with the Original Offer to Purchase, the Offer to Purchase), and the related Amended Letters of Transmittal. The Original Offer to Purchase was filed with the Schedule TO as Exhibit (a)(1)(i), and the Supplement and the Amended Letters of Transmittal are being filed herewith as Exhibits (a)(1)(vi) and (a)(1)(vii), respectively.
The purpose of this Amendment is to amend and supplement the Offer by (i) amending the price at which the Company is offering to purchase the Shares in the Offer to a price per Share of not greater than $36.00 nor less than $32.00; and (ii) extending the expiration date of the Offer from 12 midnight, New York City time, on Wednesday, February 23, 2012 to 12 midnight, New York City time, on Monday, March 5, 2012, unless otherwise extended, withdrawn or terminated (the Expiration Date).
The information in the Offer to Purchase and the related Amended Letters of Transmittal is incorporated herein by reference in response to all of the items of Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
ITEM 11. | ADDITIONAL INFORMATION |
(c) The Offer to Purchase; Forms of Letters of Transmittal; Notice of Guaranteed Delivery; Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees; Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees that were previously filed with the Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii), (a)(1)(iii), (a)(1)(iv) and (a)(1)(v), respectively (the Exhibits), are being amended and/or supplemented by the Supplement to the Offer to Purchase dated February 21, 2012, filed herewith as Exhibit (a)(1)(vi); the Forms of Amended Letters of Transmittal, filed herewith as Exhibit (a)(1)(vii); the Amended Notice of Guaranteed Delivery, filed herewith as Exhibit (a)(1)(viii); the Supplemental Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees, filed herewith as Exhibit (a)(1)(ix); and the Supplemental Letters to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees, filed herewith as Exhibit (a)(1)(x).
ITEM 12. | EXHIBITS |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
(a)(1)(vi) | Supplement to the Offer to Purchase, dated February 21, 2012. | |
(a)(1)(vii) | Forms of Amended Letters of Transmittal. | |
(a)(1)(viii) | Amended Notice of Guaranteed Delivery. | |
(a)(1)(ix) | Supplemental Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |
(a)(1)(x) | Supplemental Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |
(a)(5)(ii) | Press Release, dated February 21, 2012. |
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
JARDEN CORPORATION | ||||
By: | /s/ Ian G.H. Ashken | |||
Name: | Ian G.H. Ashken | |||
Title: | Vice Chairman and Chief Financial Officer |
Dated: February 21, 2012
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
(a)(1)(i) |
Offer to Purchase, dated January 26, 2012.** | |
(a)(1)(ii) |
Forms of Letters of Transmittal.** | |
(a)(1)(iii) |
Notice of Guaranteed Delivery.** | |
(a)(1)(iv) |
Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.** | |
(a)(1)(v) |
Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.** | |
(a)(1)(vi) |
Supplement to the Offer to Purchase, dated February 21, 2012.* | |
(a)(1)(vii) |
Forms of Amended Letters of Transmittal.* | |
(a)(1)(viii) |
Amended Notice of Guaranteed Delivery.* | |
(a)(1)(ix) |
Supplemental Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
(a)(1)(x) |
Supplemental Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
(a)(5)(i) |
Press Release, dated January 25, 2012.** | |
(a)(5)(ii) |
Press Release, dated February 21, 2012.* |
* | Filed herewith. |
** | Previously filed with the Schedule TO on January 26, 2012. |
Exhibit (a)(1)(vi)
Supplement to the Offer to Purchase
by
JARDEN CORPORATION
to
Increase the Cash Purchase Price to Not Greater than $36.00 per Share
Nor Less than $32.00 per Share
for
Up to $500 Million in Value of Shares of Its Common Stock
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
MONDAY, MARCH 5, 2012, UNLESS THE OFFER IS EXTENDED
(SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE EXPIRATION DATE)
On January 26, 2012, Jarden Corporation, a Delaware corporation (the Company, Jarden, we, us or our), distributed an offer to purchase (the Original Offer to Purchase) and a related letter of transmittal (the Letter of Transmittal) in connection with its invitation to stockholders to tender up to $500 million in value of shares of our common stock, $0.01 par value per share (the Shares), for purchase by us at a price not greater than $33.00 nor less than $30.00 per Share in a modified Dutch auction tender offer. The Company, by this supplement (this Supplement, and together with the Original Offer to Purchase, as the same may be further amended or supplemented from time to time, the Offer to Purchase), amends the Original Offer to Purchase as follows. Each reference in the Original Offer to Purchase to the maximum purchase price per share or maximum Final Purchase Price under the Offer of $33.00 is hereby amended by replacing it with $36.00, and each reference in the Original Offer to Purchase to the minimum purchase price per share or minimum Final Purchase Price under the Offer of $30.00 is hereby amended by replacing it with $32.00.
As a result, we now invite our stockholders to tender up to $500 million in value of Shares for purchase by us at a price not greater than $36.00 nor less than $32.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase and in the related Amended Letter of Transmittal delivered herewith. The Offer is also amended to extend the expiration date until 12:00 midnight, New York City time, on Monday, March 5, 2012.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS, INCLUDING THE FINANCING CONDITION. SEE SECTION 7.
The Shares are listed and traded on the New York Stock Exchange (the NYSE) under the symbol JAH. We announced our intention to make the Offer, at a price not greater than $33.00 nor less than $30.00 per Share, on January 24, 2012 prior to market open. On January 24, 2012, which was the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $33.79 per Share. On February 17, 2012, which was the last full trading day prior to our announcement of our intention to increase the purchase price for the Shares and extend the expiration date of the Offer, the last reported sale price of the Shares was $34.51 per Share. Stockholders are urged 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.
THE OFFER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR UPON THE ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE AND ANY RELATED DOCUMENTS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
IMPORTANT
To the holders of our common stock:
We have determined that it would be in the best interest of the Companys stockholders, in light of market conditions, to increase the Final Purchase Price at which we may purchase Shares properly tendered and not properly withdrawn in the Offer from a price not greater than $33.00 nor less than $30.00 per Share to a price not greater than $36.00 nor less than $32.00 per Share. We have also extended the Expiration Date for the Offer until 12:00 midnight, New York City time, on Monday, March 5, 2012.
As a result, we will select the lowest single purchase price, not greater than $36.00 nor less than $32.00 per Share, that will allow us to purchase $500 million in value of Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn (such purchase price, the Final Purchase Price), upon the terms and subject to the conditions described in the Offer. If, based on the Final Purchase Price, Shares having an aggregate value of less than $500 million are properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn. All Shares acquired in the Offer will be acquired at the Final Purchase Price, including those Shares tendered at a price lower than the Final Purchase Price. Only Shares properly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be purchased.
If you have not previously tendered Shares and you wish to tender all or any portion of your Shares, you should follow the instructions described in Section 3 of the Original Offer to Purchase. You may tender your shares using the Amended Letter of Transmittal provided herewith and following the procedures for tendering shares set forth in the Offer to Purchase.
If you have previously tendered Shares, and you do not wish to withdraw the tender of all or any portion of those Shares, you do not need to take any further action in response to this Supplement. As a result of the increase in the minimum price from $30.00 per Share to $32.00 per Share, any Shares previously tendered into the Offer at any price below $32.00 per Share will now be deemed to have been tendered at $32.00 per Share.
If you have previously tendered Shares, and you wish to withdraw the tender of all or any portion of those Shares, please follow the procedures for withdrawal of tendered shares, as set forth in Section 5 of the Original Offer to Purchase.
If you have previously tendered Shares, and you wish either to increase the number of Shares tendered or change your indications of a specific price at which Shares are being tendered, please submit a new and later-dated Amended Letter of Transmittal containing your new instructions in accordance with the procedures contained in Section 3 of the Original Offer to Purchase or, if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, follow the procedures given to you by such party or contact such party and request that your prior instructions with respect to your tendered Shares be changed.
This Supplement should be read in conjunction with the Original Offer to Purchase. This Supplement, the Original Offer to Purchase and related Amended Letter of Transmittal, as each may be further amended or supplemented from time to time, constitute the Offer. Section references used in this Supplement refer to the Sections of the Original Offer to Purchase, as amended by this Supplement and as may be further amended or supplemented from time to time. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Original Offer to Purchase.
Each reference in the Original Offer to Purchase to the maximum purchase price per share or maximum Final Purchase Price under the Offer being $33.00 is hereby amended by replacing it with $36.00, and each reference to the minimum purchase price per share or minimum Final Purchase Price under the Offer being $30.00 is hereby amended by replacing it with $32.00. Accordingly, each reference
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in the Original Offer to Purchase to a price, purchase price or lowest single purchase price being not greater than $33.00 nor less than $30.00 per Share shall be amended by replacing it with not greater than $36.00 nor less than $32.00 per Share, except with respect to references to the Companys announcement on January 24, 2012 of its intention to make the Offer at a price not greater than $33.00 nor less than $30.00 per Share, which references shall not be amended.
Each reference to the number of Shares we could purchase if the Offer is fully subscribed at the maximum purchase price or maximum Final Purchase Price being 15,151,515 is hereby amended by replacing it with 13,888,888, and each reference to the percentage of issued and outstanding Shares as of January 24, 2012 that such number of Shares represent is hereby amended by replacing 16.6% with 15.2%. Each reference to the number of Shares we could purchase if the Offer is fully subscribed at the minimum purchase price or minimum Final Purchase Price being 16,666,666 is hereby amended by replacing it with 15,625,000, and each reference to the percentage of issued and outstanding Shares as of January 24, 2012 that such number of Shares represent is hereby amended by replacing 18.2% with 17.1%.
Each reference to the Letters of Transmittal shall be deemed to also include the Amended Letters of Transmittal delivered herewith. Each reference to Notice of Guaranteed Delivery shall be deemed to also include the Amended Notice of Guaranteed Delivery delivered herewith.
Each reference in the Original Offer to Purchase to an expiration date or the Expiration Date is hereby amended by replacing 12:00 midnight, New York City time, on Thursday, February 23, 2012 with 12:00 midnight, New York City time, on Monday, March 5, 2012.
Under the heading Amendments to Specific Provisions, below, we have indicated other provisions in the Original Offer to Purchase that are specifically amended by this Supplement and set forth the corresponding amendments. 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. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Original Offer to Purchase.
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SUMMARY OF THE AMENDED OFFER
This summary highlights certain material information regarding the Offer, as amended, but you should realize that it does not describe all of the details of the tender offer to the same extent described in the Original Offer to Purchase. We urge you to read the entire Original Offer to Purchase and the related Amended Letter of Transmittal because they contain important information regarding the Offer.
What is the purpose of the Offer?
We believe that investing in our own Shares within our price range, through this modified Dutch auction tender offer, is an appropriate use of capital and an efficient and effective means to provide long-term value to our stockholders. In addition, we believe that this tender offer is a prudent use of our financial resources given our business profile, strategic position, cash flow, capital structure and the current market price of the Shares. We believe that the tender offer set forth in this Offer to Purchase represents an opportunity for our stockholders to tender all or a portion of their Shares and thereby potentially receive a return of some or all of their investment if they so elect. See Section 2, Section 9 and Section 12.
How many Shares will we purchase in the Offer?
We will purchase up to $500 million in value of Shares in the Offer or a lower amount depending on the number of Shares properly tendered and not properly withdrawn. At the maximum Final Purchase Price of $36.00 per Share, we could purchase 13,888,888 Shares if the Offer is fully subscribed, which would represent approximately 15.2% of the issued and outstanding Shares as of January 24, 2012. At the minimum Final Purchase Price of $32.00 per Share, we could purchase 15,625,000 Shares if the Offer is fully subscribed, which would represent approximately 17.1% of the issued and outstanding Shares as of January 24, 2012. If, based on the Final Purchase Price, more than $500 million in value of Shares are properly tendered and not properly withdrawn, we will purchase all Shares tendered at or below the Final Purchase Price on a pro rata basis, but Shares tendered in amounts of less than 100 Shares (odd lots) will be purchased first. We expressly reserve the right in our sole discretion to purchase additional Shares in the Offer, subject to applicable law. See Section 1. The Offer is not conditioned on any minimum number of Shares being tendered but is subject to certain other conditions, including the Financing Condition. See Section 7.
In accordance with the rules of the SEC, we may, in our sole discretion, increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without amending or extending the Offer. See Section 1.
What will the purchase price for the Shares be and what will be the form of payment?
We are conducting the Offer through a procedure commonly called a modified Dutch auction. This procedure allows you to select the price, within the price range specified by us, at which you are willing to sell your Shares. The price range for the Offer is $32.00 to $36.00 per Share. See Section 1. We will select the single lowest purchase price, not greater than $36.00 nor less than $32.00 per Share, that will allow us to purchase $500 million in value of Shares at such price, based on the number of Shares tendered, or, if fewer Shares are properly tendered, all Shares that are properly tendered and not properly withdrawn. We will purchase all Shares at the Final Purchase Price, even if you have selected a purchase price lower than the Final Purchase Price, but we will not purchase any Shares tendered at a price above the Final Purchase Price.
If you wish to maximize the chance that we will purchase your Shares, you should check the box in the section entitled Shares Tendered At Price Determined Pursuant To The Offer in the section of the Amended Letter of Transmittal captioned Price Per Share At Which Shares Are Being Tendered, indicating that you will accept the Final Purchase Price we determine. You should understand that this election may have the effect of lowering the Final Purchase Price and could result in your Shares being purchased at the minimum price of
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$32.00 per Share, and could be below the last reported sale price of the Shares on the NYSE on the Expiration Date. On February 17, 2012, the last full trading day prior to our announcement of our intention to increase the maximum purchase price for the Shares and extend the expiration date of the Offer, the last reported sale price of the Shares was $34.51 per Share.
If we purchase your Shares in the Offer, we will pay you the Final Purchase Price in cash, less any applicable withholding taxes and without interest, promptly after the Expiration Date. Under no circumstances will we pay interest on the Final Purchase Price, even if there is a delay in making payment. See the Introduction, Section 1 and Section 3.
How long do I have to tender my Shares?
You may tender your Shares until the Offer expires. The Offer will expire on Monday, March 5, 2012, at 12:00 midnight, New York City time, unless we extend the Offer. See Section 1. We may choose to extend the Offer at any time and for any reason. We cannot assure you, however, that we will extend the Offer or, if we extend it, for how long. See Section 1 and Section 15. If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it may have an earlier deadline for accepting the Offer. We urge you to contact the broker, dealer, commercial bank, trust company or other nominee that holds your Shares to find out its deadline. See Section 3.
If I have not yet tendered Shares in the Original Offer to Purchase, how do I tender my Shares?
If you want to tender all or part of your Shares, you must do one of the following before 12:00 midnight, New York City time, on Monday, March 5, 2012, or any later time and date to which the Offer may be extended:
| if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request that the nominee tender your Shares for you; |
| if you hold certificates registered 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 the Depositary at the address appearing on the back cover page of this Offer to Purchase; |
| if you are an institution participating in the Book-Entry Transfer Facility, tender your Shares according to the procedure for book-entry transfer described in Section 3; |
| if you are a holder of vested options, you may exercise your vested options and tender any Shares issued upon such exercise. You must exercise your options sufficiently in advance of the Expiration Date to receive your Shares in order to tender. An exercise of an option cannot be revoked even if Shares received upon the exercise thereof and tendered in the Offer are not purchased in the Offer for any reason; or |
| if you participate in the Companys ESPP, you may tender Shares that you have purchased through the ESPP. If you have purchased Shares through the ESPP up to and including the purchase period that ended October 31, 2011, and hold such Shares at Computershare (administrator of our ESPP), contact Computershare and request that Computershare tender your Shares. If you have transferred any Shares purchased through the ESPP to another broker, you will receive instructions from such broker with respect to tendering those ESPP Shares. Computershare has informed us that the instructions of ESPP participants must be received by it no later than 5:00 p.m., New York City time, on Wednesday, February 29, 2012, in order for it to be able to act on a participants instructions in a timely manner (unless the Offer is extended by the Company). |
If you want to tender your Shares, but: (a) the certificates for your Shares are not immediately available or cannot be delivered to the Depositary by the Expiration Date; (b) you cannot comply with the procedure for
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book-entry transfer by the Expiration Date; or (c) your other required documents cannot be delivered to the Depositary by the Expiration Date, you can still tender your Shares if you comply with the guaranteed delivery procedures described in Section 3.
We are not making the Offer to, and will not accept any tendered Shares from, stockholders 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 the Offer to stockholders in any such jurisdiction.
You may contact the Information Agent, the Dealer Manager or your broker, dealer, commercial bank, trust company or other nominee for assistance. The contact information for the Information Agent and the Dealer Manager is set forth on the back cover of this Supplement. See Section 3 and the Instructions to the Letter of Transmittal.
If I tendered Shares under the Original Offer to Purchase and I do not wish to withdraw those Shares, do I need to do anything further?
No. If you have previously tendered your Shares, and you do not wish to either withdraw the tender of those Shares, increase the number of Shares tendered or change your indication of a specific price at which Shares are being tendered, you do not need to take any further action in response to this Supplement. As a result of the increase in the minimum price from $30.00 per Share to $32.00 per Share, any Shares previously tendered into the Offer at any price below $32.00 per Share will now be deemed to have been tendered at $32.00 per Share.
If I tendered shares under the Original Offer to Purchase and I wish either to increase the number of shares tendered or change my indications of a specific price at which Shares are being tendered, what do I need to do?
If you have previously tendered Shares, and you wish either to increase the number of Shares tendered or change your indications of a specific price at which Shares are being tendered, please submit a new and later-dated Amended Letter of Transmittal (which will supersede your original Letter of Transmittal) containing your new instructions in accordance with the procedures contained in Section 3 of the Original Offer to Purchase or, if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, follow the procedures given to you by such party or contact such party and request that your prior instructions with respect to your tendered Shares be changed. See Sections 3 and 4.
Once I have tendered Shares in the Offer, may I withdraw my tendered Shares?
Yes. You may withdraw any Shares you have tendered at any time before 12:00 midnight, New York City time, on Monday, March 5, 2012, or any later Expiration Date, if the Offer is extended. If after 12:00 midnight, New York City time, on the night of Thursday, March 22, 2012 (the fortieth business day following the commencement of the Offer), we have not accepted for payment the Shares you have tendered to us, you may also withdraw your Shares at any time thereafter. See Section 4.
What does the Board of Directors think of the Offer?
Our Board of Directors has authorized us to make the Offer. However, neither we nor any member of our Board of Directors, the Dealer Manager, the Depositary 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 you will tender them. In doing so, you should read carefully the information in this Offer to Purchase and in the related Amended Letter of Transmittal, including our reasons for making the Offer. See Section 2. You should discuss whether to tender your Shares with your broker or other financial or tax advisors.
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Will your directors and executive officers tender Shares in the Offer?
Martin E. Franklin, our Executive Chairman, Ian G.H. Ashken, our Vice Chairman and Chief Financial Officer, and James E. Lillie, our Chief Executive Officer, have committed to tendering in the aggregate 526,000 Shares in the Offer, or approximately 10.5% of each of their respective current beneficial holdings of Shares in the Company. Each of our other directors and executive officers has indicated such person may tender up to 15% of their Shares in the Company.
What is the recent market price of my Shares?
We announced our intention to make the Offer, originally at a price not greater than $33.00 nor less than $30.00 per share, on January 24, 2012 prior to the open of the market. On January 23, 2012, which was the last reported sale price of the Shares was $30.71 per Share, and the average closing price was $30.69 over the preceding three months. On January 25, 2012, which was the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $34.76 per Share. On February 17, 2012, the last full trading day prior to our announcement of our intention to increase the purchase price for the Shares and to extend the expiration date of the Offer, the last reported sale price of the Shares was $34.51 per Share. Stockholders are urged 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.
Who should I contact with questions about the Offer?
The Information Agent or the Dealer Manager can help answer your questions. The Information Agent is Georgeson Inc. and the Dealer Manager is Barclays Capital. Their contact information is set forth in the Original Offer to Purchase and the back cover page of this Supplement.
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Amendments to Specific Provisions
1. | Number of Shares; Proration. |
The first four paragraphs of Section 1 are amended and restated as follows:
Upon the terms and conditions of such extension or amendment), we will purchase up to $500 million in value of Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn in accordance with Section 4 before the Expiration Date at a price not greater than $36.00 nor less than $32.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest (such purchase price, the Final Purchase Price). If, based on the Final Purchase Price, Shares having an aggregate value of less than $500 million are properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn.
The term Expiration Date means 12:00 midnight, New York City time, on Monday, March 5, 2012, unless and until we, in our sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term Expiration Date shall refer to the latest time and date at which the Offer, as so extended by us, shall expire. See Section 15 for a description of our right to extend, delay, terminate or amend the Offer.
Subject to all applicable laws and the terms and conditions of the Offer, the Company reserves the right, as described in Section 7 and in Section 15, to waive conditions thereto, in its sole discretion, and/or extend, withdraw, terminate, delay or amend the Offer in any case by making a public announcement thereof. There can be no assurance, however, that the Company will exercise its right to extend the Offer.
In accordance with Instruction 5 of the Letter of Transmittal, stockholders desiring to tender Shares must either (1) specify that they are willing to sell their Shares to us at the Final Purchase Price (which could result in the tendering stockholder receiving a purchase price per Share as low as $32.00), or (2) specify the price or prices, not greater than $36.00 nor less than $32.00 per Share, at which they are willing to sell their Shares to us under the Offer. Prices may be specified in multiples of $0.25. Promptly following the Expiration Date, we will determine the Final Purchase Price that we will pay for Shares properly tendered and not properly withdrawn, taking into account the number of Shares tendered and the prices specified by tendering stockholders. We will select the lowest single purchase price, not greater than $36.00 nor less than $32.00 per Share, that will allow us to purchase $500 million in value of Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn. We will purchase all Shares in the Offer at the Final Purchase Price.
3. | Procedures for Tendering Shares. |
At the end of Section 3, the following paragraph shall be added:
If a Stockholder have previously tendered Shares and wishes either to change the number of Shares tendered or such Stockholders indications of a specific price at which Shares are being tendered, the Stockholder must withdraw all previously tendered Shares in accordance with the procedures described in Section 4 hereof, and submit a new Amended Letter of Transmittal expressing its new instructions with respect to the tender of such Stockholders Shares.
7
8. | Price Range of Shares; Dividends. |
The table under Section 8 of the Original Offer to Purchase is hereby amended by replacing it in its entirety with the following:
High | Low | |||||||
2010: |
||||||||
First Quarter |
$ | 35.11 | $ | 29.34 | ||||
Second Quarter |
34.63 | 25.50 | ||||||
Third Quarter |
31.49 | 25.55 | ||||||
Fourth Quarter |
34.52 | 30.32 | ||||||
2011: |
||||||||
First Quarter |
$ | 37.50 | $ | 30.89 | ||||
Second Quarter |
37.50 | 31.16 | ||||||
Third Quarter |
35.17 | 25.60 | ||||||
Fourth Quarter |
34.95 | 26.52 | ||||||
2012 |
||||||||
First Quarter (through February 16, 2012) |
$ | 34.82 | $ | 29.51 |
12. | Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares. |
The third paragraph in Section 12 is hereby amended by replacing it in its entirety with the following:
Martin E. Franklin, our Executive Chairman, Ian G.H. Ashken, our Vice Chairman and Chief Financial Officer, and James E. Lillie, our Chief Executive Officer, have committed to tendering in the aggregate 526,000 Shares in the Offer, or approximately 10.5% of each of their respective current beneficial holdings of Shares in the Company. Each of our other directors and executive officers has indicated such person may tender up to 15% of their Shares in the Company.
8
JARDEN CORPORATION
February 21, 2012
The Amended Letter of Transmittal and certificates for Shares, and any other required documents should be sent or delivered by each stockholder or the stockholders broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth below. To confirm delivery of Shares, stockholders are directed to contact the Depositary. Stockholders submitting certificates representing Shares to be tendered must deliver such certificates together with the Amended Letter of Transmittal and any other required documents by mail or overnight courier. Facsimile copies of Share certificates will not be accepted.
The Depositary for the Offer is:
By Mail: | By Facsimile Transmission (for eligible institutions only): |
By Registered, Certified, Express Mail or by Overnight Courier Delivery: | ||
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
Computershare Trust Company, N.A. Facsimile: (617) 360-6810 Confirm by Telephone: (781) 575- |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 250 Royall Street Suite V Canton, MA 02021 |
The Information Agent for the Offer is:
199 Water Street26th Floor
New York, NY 10038
Banks and Brokers Call: (212) 440-9800
Call Toll Free: (866) 695-6075
The Dealer Manager for the Offer is:
Barclays Capital
Corporate Services
745 Seventh Avenue
New York, New York 10019
Call Toll Free: (888) 610-5877
Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth on the following page. Requests for additional copies of this Supplement to the Offer to Purchase, the Offer to Purchase, the Amended Letter of Transmittal, the Amended Notice of Guaranteed Delivery or related documents may be directed to the Information Agent at its telephone numbers or address set forth on the following page. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
Exhibit (a)(1)(vii)
AMENDED LETTER OF TRANSMITTAL
For Tender of Shares of Common Stock of
JARDEN CORPORATION
Of up to $500 Million in Value of Shares of its Common Stock
At a Purchase Price Not Greater than $36.00 per Share
Nor Less than $32.00 per Share
Pursuant to the Offer to Purchase Dated January 26, 2012, As Amended and Supplemented by the Supplement to the Offer to Purchase, Dated February 21, 2012
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH 5, 2012, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS MAY BE EXTENDED, THE EXPIRATION DATE).
DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4). Attach separate schedule if needed | ||||||||||
Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as name(s) appear(s) on certificate(s)) |
Shares Tendered (Attach additional list if necessary) | |||||||||
Certificate Number(s) |
Number of Shares Represented by Certificate(s) |
Total Number of Shares Represented by Book Entry (electronic form) Tendered |
Total Number of Shares Represented by shares held in your DRIP Plan Tendered |
Number of Shares Tendered* | ||||||
Total Shares | ||||||||||
* Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4. |
The Depositary for the Offer is:
By First Class, Registered or Certified Mail: Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions PO Box 43011 Providence, Rhode Island 02940-3011 |
By Express or Overnight Delivery: Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions 250 Royall Street, Suite V Canton, Massachusetts 02021 |
VOLUNTARY CORPORATE ACTIONS COY: JAD
YOU SHOULD READ CAREFULLY THIS AMENDED LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, BEFORE YOU COMPLETE IT. FOR THIS AMENDED LETTER OF TRANSMITTAL TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY AT ONE OF THE ABOVE ADDRESSES BEFORE OUR OFFER EXPIRES (IN ADDITION TO THE OTHER REQUIREMENTS DETAILED IN THIS AMENDED LETTER OF TRANSMITTAL AND ITS INSTRUCTIONS). DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY, THE INFORMATION AGENT, THE DEALER MANAGER, OR THE DEPOSITORY TRUST COMPANY (DTC) WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID DELIVERY.
Indicate below the order (by certificate number) in which Shares are to be purchased in the event of proration (attach additional signed list if necessary). If you do not designate an order and if less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary. See Instruction 15. | ||||
1st: |
2nd: | 3rd: | ||
4th: |
5th: | |||
q Lost Certificates. My certificate(s) for Shares have been lost, stolen, destroyed or mutilated, and I require assistance in replacing the Shares (See Instruction 13).
|
YOU MUST SIGN THIS AMENDED LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE IRS FORM W-9 PROVIDED BELOW OR APPROPRIATE IRS FORM W-8.
This Amended Letter of Transmittal is to be used either if certificates for shares of common stock, $0.01 par value per share (the Shares), being tendered are to be forwarded with this Amended Letter of Transmittal or, unless an Agents Message (defined below) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the DTC, which is referred to as the Book-Entry Transfer Facility, pursuant to the procedures set forth in Section 3 of the Offer to Purchase dated January 26, 2012, as amended and supplemented by the Supplement to the Offer to Purchase, dated February 21, 2012 (as may be further amended or supplemented from time to time, the Offer to Purchase). Tendering stockholders must deliver either the certificates for, or timely confirmation of book-entry transfer in accordance with the procedures described in Section 3 of the Offer to Purchase with respect to, their Shares and all other documents required by this Amended Letter of Transmittal to the Depositary by the Expiration Date. Tendering stockholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates for, or timely confirmation of book-entry in accordance with the procedures described in Section 3 of the Offer to Purchase with respect to, their Shares and all other documents required by this Amended Letter of Transmittal to the Depositary by the time provided immediately above must tender their Shares in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. All capitalized terms not otherwise defined herein have the meaning ascribed to them in the Offer to Purchase.
Your attention is directed in particular to the following:
1. | If you want to retain the Shares you own, you do not need to take any action. |
2. | If you want to participate in the Offer and wish to maximize the chance that Jarden will accept for payment all of the Shares you are tendering by this Amended Letter of Transmittal, you should check the box marked Shares Tendered At Price Determined Under The Offer below and complete the other portions of this Amended Letter of Transmittal as appropriate. You should understand that this election may effectively lower the Final Purchase Price and could result in your Shares being purchased at the minimum price of $32.00 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 Stockholder below and complete the other portions of this Amended Letter of Transmittal as appropriate. |
VOLUNTARY CORPORATE ACTIONS COY: JAD
We urge shareholders who hold Shares through a broker, dealer, commercial bank, trust company or other nominee to consult their nominee to determine whether transaction costs are applicable if they tender Shares through their nominee and not directly to the Depositary.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE OR THIS AMENDED LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT OR THE DEALER MANAGER AT THEIR RESPECTIVE ADDRESSES OR TELEPHONE NUMBERS SET FORTH AT THE END OF THIS AMENDED LETTER OF TRANSMITTAL.
PLEASE READ CAREFULLY THE INSTRUCTIONS SET FORTH BELOW BEFORE COMPLETING THIS AMENDED LETTER OF TRANSMITTAL.
¨ | LOST CERTIFICATES: My certificate(s) for shares have been lost, stolen, destroyed or mutilated, and I and require assistance in replacing the shares. See Instruction 14. |
¨ | CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN DTC MAY DELIVER COMMON SHARES BY BOOK-ENTRY TRANSFER): |
Name of Tendering Institution:
DTC Participant Number:
Account Number:
Transaction Code Number:
¨ | CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A AMENDED NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: |
Name(s) of the Tendering Shareholder(s):
Window Ticket Number (if any):
Date of Execution of Amended Notice of Guaranteed Delivery:
Name of Eligible Institution Which Guaranteed Delivery:
DTC Participant Number (if delivered by book-entry transfer):
Transaction Code Number (if delivered by book-entry transfer):
VOLUNTARY CORPORATE ACTIONS COY: JAD
PRICE PER SHARE AT WHICH SHARES ARE BEING TENDERED (See Instruction 5)
CHECK ONLY THE BOX UNDER 1 OR 2 BELOW.
IF BOTH BOXES UNDER 1 OR 2 ARE CHECKED OR IF NEITHER OF THE BOXES UNDER 1 OR 2 ARE CHECKED, THERE IS NO VALID TENDER OF SHARES.
1. | SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER |
¨ | By checking this box INSTEAD OF ONE OF THE BOXES UNDER 2 BELOW, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by the Company pursuant to the Offer. This action will maximize the chance of having the Company purchase all of the Shares tendered by the undersigned (subject to the possibility of proration). The undersigned understands that this election could result in the tendered shares being purchased at the minimum price of $32.00 per Share. |
OR
2. | SHARES TENDERED AT A PRICE DETERMINED BY SHAREHOLDER |
By checking ONE of the boxes below INSTEAD OF THE BOX UNDER 1 ABOVE, the undersigned hereby tenders Shares at the price checked in the corresponding box in the section below captioned Price (in Dollars) Per Share At Which Shares Are Being Tendered. This action could result in none of the Shares being purchased if the purchase price for the Shares is less than the price checked. If the purchase price for the Shares is equal to or greater than the price checked, then the Shares purchased by the Company will be purchased at the purchase price. All Shares so purchased by the Company will be purchased at the same price regardless of whether the shareholder tendered at a lower price. A shareholder who wishes to tender Shares at more than one price must complete a separate Amended Letter of Transmittal for each price at which Shares are being tendered. The same Shares cannot be tendered (unless such Shares were previously withdrawn in accordance with the terms of the Offer) at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.
CHECK ONLY ONE BOX BELOW. IF MORE THAN ONE BOX BELOW IS CHECKED OR IF NO BOX BELOW IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
¨ $32.00 |
¨ $33.00 | ¨ $34.00 | ¨ $35.00 | ¨ $36.00 | ||||
¨ $32.25 |
¨ $33.25 | ¨ $34.25 | ¨ $35.25 | |||||
¨ $32.50 |
¨ $33.50 | ¨ $34.50 | ¨ $35.50 | |||||
¨ $32.75 |
¨ $33.75 | ¨ $34.75 | ¨ $35.75 |
VOLUNTARY CORPORATE ACTIONS COY: JAD
ODD LOTS
(See Instruction 15)
To be completed ONLY if Shares are being tendered by or on behalf of a person owning, beneficially or of record, as of the close of business on the date set forth on the signature page hereto, and who continues to own, beneficially or of record, as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (check one box):
¨ | owns, whether beneficially or of record, an aggregate of fewer than 100 Shares and is tendering all such Shares; 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 such Shares. |
In addition, the undersigned is tendering all such Shares either (check one box):
¨ | at the Purchase Price, as the same will be determined by the Company in accordance with the terms of the Offer (persons checking this box should not check any box in the section captioned Price (in Dollars) Per Share At Which Shares Are Being Tendered.); or |
¨ | at the price per Share indicated above in the section captioned Price (in Dollars) Per Share At Which Shares Are Being Tendered. |
CONDITIONAL TENDER
(See Instruction 14)
A stockholder may tender Shares subject to the condition that a specified minimum number of the stockholders Shares tendered pursuant to the Amended Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 of the Offer to Purchase. Unless at least the minimum number of Shares indicated below is purchased by Jarden pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering stockholders responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and Jarden urges stockholders to consult their own tax advisors before completing this section. 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, Jarden may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her Shares and checked this box: |
¨ | The tendered Shares represent all Shares held by the undersigned. |
LOST OR DESTROYED CERTIFICATE(S)
IF ANY STOCK CERTIFICATE REPRESENTING SHARES THAT YOU OWN HAS BEEN LOST, STOLEN OR DESTROYED, PLEASE CONTACT THE DEPOSITARY AT (800) 622-6757 or at (781) 575-4735 PROMPTLY TO OBTAIN INSTRUCTIONS AS TO THE STEPS THAT MUST BE TAKEN IN ORDER TO REPLACE THE CERTIFICATE. THIS AMENDED LETTER OF TRANSMITTAL AND RELATED DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST OR DESTROYED CERTIFICATES HAVE BEEN FOLLOWED. PLEASE CONTACT THE DEPOSITARY IMMEDIATELY TO PERMIT TIMELY PROCESSING OF THE REPLACEMENT DOCUMENTATION. SEE INSTRUCTION 13.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
VOLUNTARY CORPORATE ACTIONS COY: JAD
Ladies and Gentlemen:
The undersigned hereby tenders to Jarden Corporation, a Delaware corporation (Jarden), the above-described shares of Jardens common stock, $0.01 par value per share (the Shares), at the price per Share indicated in this Amended Letter of Transmittal, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in Jardens Offer to Purchase, dated January 26, 2012, as amended and supplemented by the Supplement to the Offer to Purchase, dated February 21, 2012 (as may be further amended or supplemented from time to time, the Offer to Purchase) and this Amended Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the Offer), receipt of which is hereby acknowledged.
Subject to and effective on acceptance for payment of, and payment for, the Shares tendered with this Amended Letter of Transmittal in accordance with, and subject to, the terms of the Offer (including if the Offer is extended or amended, the terms or conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, Jarden, all right, title and interest in and to all the Shares that are being tendered, or orders of registration of such Shares delivered by book entry transfer, and irrevocably constitutes and appoints Computershare Trust Company, N.A. (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 undersigneds rights with respect to such tendered Shares, to (a) deliver certificates for such tendered Shares or transfer ownership of such tendered Shares on the account books maintained by The Depository Trust Company (the Book-Entry Transfer Facility), together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, Jarden upon receipt by the Depositary, as the undersigneds agent, of the aggregate purchase price with respect to such tendered Shares, (b) present such tendered Shares for cancellation and transfer on Jardens books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such tendered 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 tendered Shares and, when the same are accepted for payment, Jarden will acquire good, marketable and unencumbered title thereto, free and clear of all liens, security interests, restrictions, charges, claims, encumbrances, conditional sales agreements or other similar obligations relating to the sale or transfer of the tendered Shares, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the Depositary or Jarden, execute and deliver any additional documents deemed by the Depositary or Jarden to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares (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:
1. | 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 constitutes the undersigneds acceptance of the terms and conditions of the Offer; Jardens acceptance of the tendered Shares will constitute a binding agreement between the undersigned and Jarden on the terms and subject to the conditions of the Offer; |
2. | it is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, for a person acting alone or in concert with others, directly or indirectly, to tender Shares for such persons own account unless at the time of tender and until 12:00 midnight, New York City time, on March 5, 2012 (as this time may be extended at any time or from time to time by Jarden in its sole discretion in |
VOLUNTARY CORPORATE ACTIONS COY: JAD
accordance with the terms of the Offer, 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 Jarden 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 Jarden 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 stockholders representation and warranty to Jarden that (y) such stockholder has a net long position in Shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (z) such tender of Shares complies with Rule 14e-4. Jardens acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Jarden upon the terms and subject to the conditions of the Offer; |
3. | Jarden will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (the Final Purchase Price), not greater than $36.00 nor less than $32.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, that it will pay for Shares properly tendered and not properly withdrawn from the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders; |
4. | the Final Purchase Price will be the lowest single purchase price, not greater than $36.00 nor less than $32.00 per Share, that will allow us to purchase $500 million in value of Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn; |
5. | Jarden reserves the right, in its sole discretion, to increase or decrease the per Share purchase price and to increase or decrease the value of Shares sought in the Offer. We may increase the value of Shares sought in the Offer to an amount greater than $500 million, subject to applicable law; |
6. | all Shares properly tendered prior to the Expiration Date at or below the Final Purchase Price and not properly withdrawn will be purchased in the Offer at the Final Purchase Price, upon the terms and subject to the conditions of the Offer, including the odd lot priority, proration (because more than the number of Shares sought are properly tendered) and conditional tender provisions described in the Offer to Purchase; |
7. | Jarden will return at its expense all Shares it does not purchase, including Shares tendered at prices greater than the Final Purchase Price and not properly withdrawn and Shares not purchased because of proration or conditional tenders, promptly following the Expiration Date; |
8. | under the circumstances set forth in the Offer to Purchase, Jarden expressly reserves the right, in its sole discretion, to terminate the Offer at any time and from time to time, upon the occurrence of any of the events set forth in Section 7 of the Offer to Purchase and to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer and to the rights of a tendering stockholder to withdraw such stockholders Shares; |
9. | stockholders 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; |
10. | Jarden has advised the undersigned to consult with the undersigneds own advisors as to the consequences of tendering Shares pursuant to the Offer; and |
VOLUNTARY CORPORATE ACTIONS COY: JAD
11. | THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF THAT JURISDICTION. |
The undersigned agrees to all of the terms and conditions of the Offer.
Unless otherwise indicated below in the section captioned Special Issuance 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. Appropriate medallion signature guarantees by an Eligible Institution (as defined in Instruction 1) have been included with respect to Shares for which Special Issuance Instructions have been given. The undersigned recognizes that Jarden has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder(s) thereof if Jarden does not accept for payment any of the Shares.
VOLUNTARY CORPORATE ACTIONS COY: JAD
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
VOLUNTARY CORPORATE ACTIONS COY: JAD
IMPORTANT STOCKHOLDER: SIGN HERE (PLEASE COMPLETE AND RETURN THE IRS FORM W-9 INCLUDED IN THIS AMENDED LETTER OF TRANSMITTAL OR AN APPLICABLE IRS FORM W-8)
By signing below, the undersigned expressly agrees to the terms and conditions set forth above.
|
Signature(s) of Owner(s) |
Name(s) | ||
(Please Print) |
Capacity (full title) |
Address |
(Include Zip Code) |
Area Code and Telephone Number |
Taxpayer Identification or Social Security Number | ||
(See Instruction 11) |
Dated | ||||||
(Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 5.)
GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 6)
|
Authorized Signature |
Name(s) | ||
(Please Print) |
Title |
Name of Firm |
Address |
(Include Zip Code) |
Area Code and Telephone Number |
Dated |
|
|||
VOLUNTARY CORPORATE ACTIONS COY: JAD
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a shareholder whose tendered Shares are accepted for payment is required by law to provide the Depositary with such shareholders correct taxpayer identification number (TIN) on the Substitute Form W-9 below. If the Depositary is not provided with the correct TIN, the Internal Revenue Service (IRS) may subject the shareholder or other payee to a $50 penalty. In addition, payments that are made to such shareholder or other payee with respect to Shares purchased pursuant to the Offer may be subject to 28% backup withholding.
Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements and should indicate their status by writing exempt across the face of the Substitute Form W-9. In order for a foreign individual to qualify as an exempt recipient, the shareholder must submit a Form W-8BEN, signed under penalties of perjury, attesting to that individuals exempt status. A Form W-8BEN can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for more instructions.
If backup withholding applies, the Depositary is required to withhold 28% of any such payments to be made to the shareholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided that the required information is given to the IRS.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 28% on all payments made prior to the time a properly certified TIN is provided to the Depositary.
The shareholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Shares or of the last transferee appearing on the transfers attached to, or endorsed on, the certificates evidencing the Shares. If the Shares are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.
VOLUNTARY CORPORATE ACTIONS COY: JAD
PAYERS NAME: Computershare Trust Company, N.A.
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SUBSTITUTE FORM W-9
Department of
the
Payers Request for Taxpayer Number (TIN) |
Part 1PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW |
Social Security Number(s)
OR Employer Identification Number(s)
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Part 2CertificationUnder 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 (the 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.
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Part 3 Awaiting TIN ¨
Part 4 Exempt TIN ¨ | |||||||||
Certification instructionsYou must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax returns. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in Part 4 above.
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SIGN HERE |
SIGNATURE
DATE
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YOU MUST COMPLETE THE
FOLLOWING CERTIFICATE IF
YOU CHECKED THE BOX
IN PART 3 OF 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 if I do not provide a taxpayer identification number to Computershare Trust Company, N.A., 28% of all reportable payments made to me will be withheld, but will be refunded to me if I provide a certified taxpayer identification number within 60 days.
SIGNATURE:
DATE:
NOTE: | FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. |
VOLUNTARY CORPORATE ACTIONS COY: JAD
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 (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 Facilitys 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 (have) completed the section captioned Special Issuance Instructions on this Amended Letter of Transmittal), or (b) such Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of Medallion Program approved by the Securities Transfer Agents Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an eligible guarantor institution, as the term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, each of the foregoing constituting 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. If you have any questions regarding the need for a signature guarantee, please call the Information Agent at (866) 695-6075. |
2. | Requirements of Tender. This Amended Letter of Transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an Agents Message 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 stockholder to validly tender Shares pursuant to the Offer, (a) a Amended Letter of Transmittal, properly completed and duly executed, and the certificate(s) representing the tendered Shares, together with any required signature guarantees, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Amended Letter of Transmittal prior to the Expiration Date, or (b) a Amended Letter of Transmittal (or facsimile of the Amended Letter of Transmittal), properly completed and duly executed, together with any required Agents Message and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Amended Letter of Transmittal prior to the Expiration Date and Shares must be delivered pursuant to the procedures for book-entry transfer set forth in this Amended Letter of Transmittal (and a book-entry confirmation must be received by the Depositary) prior to the Expiration Date, or (c) the stockholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase. |
Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. If Jarden extends the Offer beyond that time, tendered Shares may be withdrawn at any time until the extended Expiration Date. Shares that have not previously been accepted by Jarden for payment may be withdrawn at any time after 12:00 midnight, New York City time, on the night of March 5, 2012. To withdraw tendered Shares, stockholders must deliver a written notice of withdrawal to the Depositary within the prescribed time period at one of the addresses set forth in this Amended Letter of Transmittal. Any notice of withdrawal must specify the name of the tendering stockholder, the number of Shares to be withdrawn, and the name of the registered holder of the Shares. In addition, if the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates for Shares to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedures for book-entry transfer, the notice of withdrawal also must specify the name and the number of the account at The Depository Trust Company to be credited with the withdrawn Shares and otherwise comply with the procedures of that facility. Withdrawals may not be rescinded and any Shares withdrawn will not be properly tendered for purposes of the Offer unless the withdrawn Shares are properly re-tendered prior to the Expiration Date by following the procedures described above.
Stockholders 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
VOLUNTARY CORPORATE ACTIONS COY: JAD
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 Jarden, 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 a Amended Letter of Transmittal (or facsimile of the Amended Letter of Transmittal), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agents Message, and any other required documents, must be received by the Depositary, in each case within three NYSE 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 NYSE is open for business. The term Agents Message means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the 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 Jarden may enforce such agreement against the participant.
THE METHOD OF DELIVERY OF SHARES, THIS AMENDED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES, THIS AMENDED LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS 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 YOU ELECT TO DELIVER BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.
Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional Shares will be purchased. All tendering stockholders, by execution of this Amended Letter of Transmittal (or a facsimile of this Amended Letter of Transmittal), 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 Stockholders Who Tender by Book-Entry Transfer). If fewer than all of 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. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. |
5. | Indication of Price at Which Shares are Being Tendered. For Shares to be properly tendered, the stockholder MUST either (1) check the box in the section captioned Shares Tendered At Price Determined Under The Offer in order to maximize the chance of having Jarden accept for payment all of the Shares tendered (subject to the possibility of proration) or (2) check the box indicating the price per Share at which such stockholder is tendering Shares under Shares Tendered At Price Determined by Stockholder. Selecting option (1) could result in the stockholder receiving a price per Share as low as $32.00. 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 STOCKHOLDER WISHING TO TENDER PORTIONS OF SUCH STOCKHOLDERS SHARE HOLDINGS AT |
VOLUNTARY CORPORATE ACTIONS COY: JAD
DIFFERENT PRICES MUST COMPLETE A SEPARATE AMENDED LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH STOCKHOLDER WISHES TO TENDER EACH SUCH PORTION OF SUCH STOCKHOLDERS 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. 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 or alteration whatsoever. |
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.
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.
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 fiduciary or representative capacity, he or she should so indicate when signing and submit proper evidence satisfactory to Jarden of his or her authority to so act.
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. Jarden 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 other 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 from the payment of such taxes 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; Irregularities. All questions as to the number of Shares to be accepted, the purchase price to be paid for Shares to be accepted, the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares and the validity (including time of receipt) and form of any notice of withdrawal of tendered Shares will be determined by Jarden, in its sole discretion, and such |
VOLUNTARY CORPORATE ACTIONS COY: JAD
determination will be final and binding on all parties. Jarden may delegate power in whole or in part to the Depositary. Jarden reserves the absolute right to reject any or all tenders of any Shares that Jarden determines are not in proper form or the acceptance for payment of or payment for which may, in the opinion of Jardens counsel, be unlawful. Jarden reserves the absolute right to reject any notices of withdrawal that it determines are not in proper form. Jarden also reserves the absolute right, subject to the applicable rules and regulations of the Securities and Exchange Commission, to waive any of the conditions of the Offer prior to the Expiration Date, or any defect or irregularity in any tender or withdrawal with respect to any particular Shares or any particular stockholder (whether or not Jarden waives similar defects or irregularities in the case of other stockholders), and Jardens interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. In the event a condition is waived with respect to any particular stockholder, the same condition will be waived with respect to all stockholders. No tender or withdrawal of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering or withdrawing stockholder or waived by Jarden. Jarden will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender or withdrawal of Shares. Unless waived, any defects or irregularities in connection with tenders or withdrawals must be cured within the period of time Jarden determines. None of Jarden, the Dealer Manager, the Information Agent, the Depositary or any other person will be obligated to give notice of any defects or irregularities in any tender or withdrawal, nor will any of the foregoing incur any liability for failure to give any such notification. |
10. | Backup Withholding. In order to avoid backup withholding of U.S. federal income tax on payments of cash pursuant to the Offer, a U.S. Holder (as defined below) surrendering Shares in the Offer must (a) qualify for an exemption, as described below, or (b) provide the Depositary with such U.S. Holders correct taxpayer identification number (TIN) (i.e., social security number or employer identification number) on IRS Form W-9 included with this Amended Letter of Transmittal and certify under penalties of perjury that (i) the TIN provided is correct, (ii) (x) the U.S. Holder is exempt from backup withholding, (y) the U.S. Holder has not been notified by the Internal Revenue Service (the IRS) that such U.S. Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (z) the IRS has notified the U.S. Holder that such U.S. Holder is no longer subject to backup withholding, and (iii) the U.S. Holder is a U.S. person (including a U.S. resident alien). If a U.S. Holder does not provide a correct TIN or fails to provide the certifications described above, the IRS may impose a $50 penalty on such U.S. Holder and payment of cash to such U.S. Holder pursuant to the Offer may be subject to backup withholding at the applicable statutory rate (currently 28%). |
A U.S. Holder is any stockholder that for U.S. federal income tax purposes is (i) a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence test under Section 7701(b) of the Code, (ii) a corporation or partnership created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons within the meaning of Section 7701(a)(30) of the Code have the authority to control all substantial decisions of the trust, or, if the trust was in existence on August 20, 1996, and it has elected to continue to be treated as a United States person.
Backup withholding is not an additional 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 timely given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained upon timely filing an income tax return.
A tendering U.S. Holder is required to give the Depositary the TIN of the record owner of the Shares being tendered. If the Shares are held in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for guidance on which number to report.
If a U.S. Holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such U.S. Holder should write Applied For in the space provided for the TIN in Part I of the IRS
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Form W-9, and sign and date the IRS Form W-9. Writing Applied For means that a U.S. Holder has already applied for a TIN or that such U.S. Holder intends to apply for one soon. Notwithstanding that the U.S. Holder has written Applied For in Part I, the Depositary will withhold the applicable statutory rate (currently 28%) on all payments made prior to the time a properly certified TIN is provided to the Depositary.
Some stockholders are exempt from backup withholding. To prevent possible erroneous backup withholding, exempt stockholders should consult the instructions to the enclosed IRS Form W-9 for additional guidance.
Non-U.S. Holders (as defined below) should complete and sign the main signature form and IRS Form W-8BEN, Certificate of Foreign Status, a copy of which may be obtained from the Depositary or from the IRS website (www.irs.gov), or other applicable IRS Form W-8, in order to avoid backup withholding. A Non-U.S. Holder is a stockholder that is not a U.S. Holder. A disregarded domestic entity that has a foreign owner must use the appropriate IRS Form W-8, and not the IRS Form W-9. See the instructions to the enclosed IRS Form W-9 for more instructions.
11. | Withholding on Non-U.S. Holders. Even if a Non-U.S. Holder has provided the required certification to avoid backup withholding, the Depositary will withhold U.S. federal income taxes equal to 30% of the gross payments payable to a Non-U.S. Holder or such holders agent unless the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the Non-U.S. Holders conduct of a trade or business within the United States. See Section 14 of the Offer to Purchase. In order to obtain a reduced or zero rate of withholding pursuant to an applicable income tax treaty, a Non-U.S. Holder must deliver to the Depositary, before the payment is made, a properly completed and executed IRS Form W-8BEN (or other applicable IRS Form W-8) claiming such an exemption or reduction. In order to claim an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a Non-U.S. Holder must deliver to the Depositary before the payment is made a properly completed and executed IRS Form W-8ECI. A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any U.S. federal tax withheld if such Non-U.S. Holder meets the complete termination, substantially disproportionate or not essentially equivalent to a dividend tests described in Section 14 of the Offer to Purchase or is otherwise able to establish that such Non-U.S. Holder is entitled to a reduced or zero rate of withholding pursuant to any applicable income tax treaty and a higher rate was withheld. |
NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX WITHHOLDING RULES, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND PROCEDURE, AS WELL AS THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.
Any payments made pursuant to the Offer, whether to U.S. or Non-U.S. Holders, that are treated as wages will be subject to applicable wage withholding (regardless of whether an IRS Form W-9 or applicable IRS Form W-8 is provided).
12. | Requests for Assistance or Additional Copies. If you have questions or need assistance, you should contact the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Amended Letter of Transmittal. If you require additional copies of the Offer to Purchase, this Amended Letter of Transmittal, the Amended Notice of Guaranteed Delivery, the IRS Form W-9 or other related materials, you should contact the Information Agent. Copies will be furnished promptly at Jardens expense. |
13. | Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary at the toll free number (800) 622-6757 or at (781) 575-4735. The stockholder will then be instructed by the Depositary as to the steps that must be taken |
VOLUNTARY CORPORATE ACTIONS COY: JAD
in order to replace the certificate. This Amended Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. |
14. | Conditional Tenders. As described in Sections 3 and 6 of the Offer to Purchase, stockholders 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 Amended Notice of Guaranteed Delivery. In this box in this Amended Letter of Transmittal and, if applicable, the Amended Notice of Guaranteed Delivery, 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 3 and 6 of the Offer to Purchase, proration may affect whether Jarden 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 (because more than the number of Shares sought are properly tendered), the minimum number of Shares that you designate will not be purchased, Jarden may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all of your Shares and check the box so indicating. Upon selection by lot, if any, Jarden 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 stockholder 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 stockholder, rather than the payment of a dividend to the stockholder, for U.S. federal income tax purposes. If you are an odd lot holder and you tender all of your Shares, you cannot conditionally tender, because your Shares will not be subject to proration. It is the tendering stockholders responsibility to calculate the minimum number of Shares that must be purchased from the stockholder in order for the stockholder to qualify for sale rather than dividend treatment. Each stockholder is urged to consult his or her own tax advisor. See Section 6 of the Offer to Purchase.
15. | Odd Lots. As described in Section 1 of the Offer to Purchase, if Jarden 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 and not properly withdrawn by any stockholder who owned, beneficially or of record, an aggregate of fewer than 100 Shares, and who tenders all of the holders Shares at or below the purchase price. This preference will not be available unless the section captioned Odd Lots is completed. |
16. | Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their Shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification and the amount of any gain or loss on the Shares purchased. See Section 1 and Section 14 of the Offer to Purchase. |
IMPORTANT: THIS AMENDED LETTER OF TRANSMITTAL (OR, FOR ELIGIBLE INSTITUTIONS, A MANUALLY SIGNED FACSIMILE OF THIS AMENDED LETTER OF TRANSMITTAL), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENTS 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 STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
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What Number to Give the Depositary
A stockholder (or other payee) that is a U.S. person (including a U.S. resident alien) is required to give the Depositary the social security number or employer identification number of the record holder (or any other payee) of the Shares tendered hereby. If the Shares are registered in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for guidance on which number to report. If the surrendering stockholder (or other payee) has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder (or other payee) should write Applied For in the space provided for the TIN in Part I and sign and date the IRS Form W-9. If Applied For is written in Part I and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 28% of all payments to such stockholder (or other payee) until a properly certified TIN is provided to the Depositary.
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Form W-9 (Rev. December 2011) Department of the Treasury Internal Revenue Service |
Request for Taxpayer Identification Number and Certification |
Give Form to the requester. Do not |
Print or type See Specific Instructions on page 2.
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Name (as shown on your income tax return)
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Business name/disregarded entity name, if different from above
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Check appropriate box for federal tax classification:
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¨ | Individual/sole proprietor | ¨ | C Corporation | ¨ | S Corporation | ¨ | Partnership | ¨ | Trust/estate | |||||||||||||||||||
¨ | Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) u | ¨ |
Exempt payee | |||||||||||||||||||||||||
¨ | Other (see instructions) u | |||||||||||||||||||||||||||
Address (number, street, and apt. or suite no.)
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Requesters name and address (optional) | |||||||||||||||||||||||||||
City, state, and ZIP code
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List account number(s) here (optional)
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Part I | Taxpayer Identification Number (TIN) |
Enter your TIN in the appropriate box. The TIN provided must match the name given on the Name line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. 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 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. |
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Social security number | ||||||||||||||||||
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Employer identification number | ||||||||||||||||||
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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. citizen or other U.S. person (defined below). |
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 4.
Sign Here |
Signature of U.S. person u |
Date u |
Cat. No. 10231X | Form W-9 (Rev. 12-2011) |
Form W-9 (Rev. 12-2011) |
Page 2 |
Form W-9 (Rev. 12-2011) |
Page 3 |
Form W-9 (Rev. 12-2011) |
Page 4 |
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
Form W-8BEN (Rev. February 2006)
Department of the Treasury Internal Revenue Service |
Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding
u Section references are to the Internal Revenue Code. u See separate instructions. u Give this form to the withholding agent or payer. Do not send to the IRS. |
OMB No. 1545-1621 |
Please print or type
Do not use this form for: Instead, use Form:
| A U.S. citizen or other U.S. person, including a resident alien individual W-9 |
| A person claiming that income is effectively connected with the conduct of a trade or business in the United States W-8ECI |
| A foreign partnership, a foreign simple trust, or a foreign grantor trust (see instructions for exceptions)W-8ECI or W-8IMY |
| A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession that received effectively connected income or that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions) W-8ECI or W-8EXP |
Note: These entities should use Form W-8BEN if they are claiming treaty benefits or are providing the form only to claim they are a foreign person exempt from backup withholding.
| A person acting as an intermediary W-8IMY |
Note: See instructions for additional exceptions.
Part I |
Identification of Beneficial Owner (See instructions.) |
1 Name of individual or organization that is the beneficial owner |
2 Country of incorporation or organization |
3 |
Type of beneficial owner: | ¨ Individual | ¨ Corporation | ¨ Disregarded entity | ¨ Partnership | ¨ Simple trust | ||||||
¨ Grantor trust ¨ Central bank of issue |
¨ Complex trust ¨ Tax-exempt organization |
¨ Estate ¨ Private foundation |
¨ Government | ¨ International organization |
4 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address. | ||||
City or town, state or province. Include postal code where appropriate. |
Country (do not abbreviate) | |||
5 Mailing address (if different from above) |
||||
City or town, state or province. Include postal code where appropriate. |
Country (do not abbreviate) | |||
6 U.S. taxpayer identification number, if required (see instructions) ¨ SSN or ITIN ¨ EIN |
7 Foreign tax identifying number, if any (optional) | |||
8 Reference number(s) (see instructions) |
Part II |
Claim of Tax Treaty Benefits (if applicable) |
9 I certify that (check all that apply):
a | ¨ | The beneficial owner is a resident of within the meaning of the income tax treaty between the United States and that country. | ||||||||
b | ¨ | If required, the U.S. taxpayer identification number is stated on line 6 (see instructions). | ||||||||
c | ¨ | The beneficial owner is not an individual, derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions). | ||||||||
d | ¨ | The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions). | ||||||||
e | ¨ | The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or 707(b), and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000. |
10 Special rates and conditions (if applicablesee instructions): The beneficial owner is claiming the provisions of Article of the treaty identified on line 9a above to claim a % rate of withholding on (specify type of income):
Explain the reasons the beneficial owner meets the terms of the treaty article:
Part III |
Notional Principal Contracts |
11 ¨ I have provided or will provide a statement that identifies those notional principal contracts from which the income is not effectively connected with the conduct of a trade or business in the United States. I agree to update this statement as required.
Part IV |
Certification |
Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:
1 I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates,
2 The beneficial owner is not a U.S. person,
3 The income to which this form relates is (a) not effectively connected with the conduct of a trade or business in the United States, (b) effectively connected but is not subject to tax under an income tax treaty, or (c) the partners share of a partnerships effectively connected income, and
4 For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.
Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.
Sign Here | u | |||||||||||
Signature of beneficial owner (or individual authorized to sign for beneficial owner) | Date (MM--DD-YYYY) | Capacity in which acting | ||||||||||
For Paperwork Reduction Act Notice, see separate instructions. |
Cat. No. 25047Z Form W-8BEN (Rev. 2-2006) |
Printed on Recycled Paper
Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Requests for additional copies of the Offer to Purchase, this Amended Letter of Transmittal, the Amended Notice of Guaranteed Delivery or related documents may be directed to the Information Agent at its telephone numbers or address set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
The Depositary for the Offer is:
By Mail: | By Registered, Certified, Express Mail or by Overnight Courier | |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 250 Royall Street Suite V Canton, MA 02021 |
The Information Agent for the Offer is:
199 Water Street, 26th Floor
New York, New York 10038-3560
Banks and Brokers Call (212) 440-9800
All Others Call Toll Free (866) 695-6075
The Dealer Manager for the Offer is:
Barclays Capital
Corporate Services
745 Seventh Avenue
New York, New York 10019
Call Toll Free: (888) 610-5877
VOLUNTARY CORPORATE ACTIONS COY: JAD
AMENDED LETTER OF TRANSMITTAL
For Tender of Shares of Common Stock of
JARDEN CORPORATION
Of up to $500 Million in Value of Shares of its Common Stock
EMPLOYEE STOCK PURCHASE PLAN (ESPP)
At a Purchase Price Not Greater than $36.00 per Share
Nor Less than $32.00 per Share
Pursuant to the Offer to Purchase Dated January 26, 2012 As Amended and Supplemented by the Supplement to the Offer to Purchase, Dated February 21, 2012
YOUR INSTRUCTIONS MUST BE FORWARDED TO US PROMPTLY IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE PROVISIONS OF THE OFFER TO PURCHASE. ALTHOUGH THE OFFER IS PRESENTLY SCHEDULED TO EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MARCH 5, 2012, WE MUST RECEIVE YOUR INSTRUCTIONS NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, FEBRUARY 29, 2012 IN ORDER TO BE ABLE TO ACT ON YOUR INSTRUCTIONS IN A TIMELY FASHION (UNLESS THE OFFER IS EXTENDED BY THE COMPANY).
DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4). Attach separate schedule if needed | ||||
Name(s) and Address(es) of Registered
Holder(s) (Please fill in exactly as name(s) appear(s) on your account) |
Shares Tendered (Attach additional list if necessary) | |||
Total Number of Shares Represented by shares held in your ESPP Plan Tendered |
Number of Shares Tendered* | |||
* Partial tenders will be accepted. |
YOU MUST SIGN THIS AMENDED LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE IRS FORM W-9 PROVIDED BELOW OR APPROPRIATE IRS FORM W-8.
The Depositary for the Offer is:
By First Class, Registered or Certified Mail: Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions PO Box 43011 Providence, Rhode Island 02940-3011 |
Delivery via Facsimile: (617) 360-6810
To confirm receipt of FAX, call (781) 575-2332 |
By Express or Overnight Delivery: Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions 250 Royall Street, Suite V Canton, Massachusetts 02021 |
VOLUNTARY CORPORATE ACTIONS ESPP PLAN COY: JAD
YOU SHOULD READ CAREFULLY THIS AMENDED LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, BEFORE YOU COMPLETE IT. FOR THIS AMENDED LETTER OF TRANSMITTAL TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY AT ONE OF THE ABOVE ADDRESSES BEFORE OUR OFFER EXPIRES (IN ADDITION TO THE OTHER REQUIREMENTS DETAILED IN THIS AMENDED LETTER OF TRANSMITTAL AND ITS INSTRUCTIONS). DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY, THE INFORMATION AGENT, THE LEAD DEALER MANAGER, THE CO-DEALER MANAGERS OR THE DEPOSITORY TRUST COMPANY (DTC) WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID DELIVERY.
To Participants in the Jarden Corporation Employee Stock Purchase Plan
Dear Employee Shareholder:
Enclosed is information regarding a tender offer by Jarden Corporation to purchase up to $500 million in value of shares of its common stock, $0.01 par value per share (the Shares) at a cash purchase price not greater than $36.00 per Share nor less than $32.00 per Share. We are the holder of record of Shares held for your account. If you do not respond to this notice, no Shares will be tendered on your behalf in the Offer. Cash received from any Shares tendered and accepted for payment by the Company will be distributed to participants by check. Any Shares tendered, but not accepted by the Company will remain in your account.
PRICE PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5)
CHECK ONLY THE BOX UNDER 1 OR 2 BELOW.
IF BOTH BOXES UNDER 1 OR 2 ARE CHECKED OR IF NEITHER OF THE BOXES UNDER 1 OR 2 ARE CHECKED, THERE IS NO VALID TENDER OF SHARES.
1. | SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER |
¨ | By checking this box INSTEAD OF ONE OF THE BOXES UNDER 2 BELOW, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by the Company pursuant to the Offer. This action will maximize the chance of having the Company purchase all of the Shares tendered by the undersigned (subject to the possibility of proration). The undersigned understands that this election could result in the tendered shares being purchased at the minimum price of $32.00 per Share. |
OR
2. | SHARES TENDERED AT A PRICE DETERMINED BY SHAREHOLDER |
By checking ONE of the boxes below INSTEAD OF THE BOX UNDER 1 ABOVE, the undersigned hereby tenders Shares at the price checked the corresponding box in the section below captioned Price (in Dollars) Per Share At Which Shares Are Being Tendered. This action could result in none of the Shares being purchased if the purchase price for the Shares is less than the price checked. If the purchase price for the Shares is equal to or greater than the price checked, then the Shares purchased by the Company will be purchased at the purchase price. All Shares so purchased by the Company will be purchased at the same price regardless of whether the shareholder tendered at a lower price. A shareholder who wishes to tender Shares at more than one price must complete a separate Amended Letter of Transmittal for each price at which Shares are being tendered. The same Shares cannot be tendered (unless such Shares were previously withdrawn in accordance with the terms of the Offer) at more than one price.
VOLUNTARY CORPORATE ACTIONS ESPP PLAN COY: JAD
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.
CHECK ONLY ONE BOX BELOW. IF MORE THAN ONE BOX BELOW IS CHECKED OR IF NO BOX BELOW IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
¨ $32.00 |
¨ $33.00 | ¨ $34.00 | ¨ $35.00 | ¨ $36.00 | ||||
¨ $32.25 |
¨ $33.25 | ¨ $34.25 | ¨ $35.25 | |||||
¨ $32.50 |
¨ $33.50 | ¨ $34.50 | ¨ $35.50 | |||||
¨ $32.75 |
¨ $33.75 | ¨ $34.75 | ¨ $35.75 |
YOUR INSTRUCTIONS TO US MUST BE FORWARDED TO US PROMPTLY IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE PROVISIONS OF THE OFFER TO PURCHASE. ALTHOUGH THE OFFER IS PRESENTLY SCHEDULED TO EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MARCH 5, 2012, WE MUST RECEIVE YOUR INSTRUCTIONS NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, FEBRUARY 29, 2012 IN ORDER TO BE ABLE TO ACT ON YOUR INSTRUCTIONS IN A TIMELY FASHION (UNLESS THE OFFER IS EXTENDED BY THE COMPANY). If you decide to withdraw your offer to tender your shares, please provide instructions to Computershare in writing to the aforementioned address.
Very truly yours,
Computershare Trust Co., N.A.
Agent, JARDEN CORPORATION Employee Stock Purchase Plan
VOLUNTARY CORPORATE ACTIONS ESPP PLAN COY: JAD
NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
I have read and understand the Offer to Purchase and related Amended Letter of Transmittal for the ESPP and I agree to be bound by the terms of the Offer. I hereby direct the Agent to deliver the proceeds from the sale of the Shares to me promptly after the expiration of the tender offer. I understand and declare that if the tender of my Shares is accepted, the payment therefore will be full and adequate compensation for these Shares in my judgment
IMPORTANT STOCKHOLDER: SIGN HERE (PLEASE COMPLETE AND RETURN THE IRS FORM W-9 INCLUDED IN THIS AMENDED LETTER OF TRANSMITTAL OR AN APPLICABLE IRS FORM W-8)
By signing below, the undersigned expressly agrees to the terms and conditions set forth above.
|
Signature(s) of Owner(s) |
Name(s) |
(Please Print) |
Capacity (full title) |
Address |
(Include Zip Code) |
Area Code and Telephone Number |
Taxpayer Identification or Social Security Number |
Dated | ||||
(Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith.
VOLUNTARY CORPORATE ACTIONS ESPP PLAN COY: JAD
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a shareholder whose tendered Shares are accepted for payment is required by law to provide the Depositary with such shareholders correct taxpayer identification number (TIN) on the Substitute Form W-9 below. If the Depositary is not provided with the correct TIN, the Internal Revenue Service (IRS) may subject the shareholder or other payee to a $50 penalty. In addition, payments that are made to such shareholder or other payee with respect to Shares purchased pursuant to the Offer may be subject to 28% backup withholding.
Certain shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements and should indicate their status by writing exempt across the face of the Substitute Form W-9. In order for a foreign individual to qualify as an exempt recipient, the shareholder must submit a Form W-8BEN, signed under penalties of perjury, attesting to that individuals exempt status. A Form W-8BEN can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for more instructions.
If backup withholding applies, the Depositary is required to withhold 28% of any such payments to be made to the shareholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided that the required information is given to the IRS.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 28% on all payments made prior to the time a properly certified TIN is provided to the Depositary.
The shareholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record owner of the Shares or of the last transferee appearing on the transfers attached to, or endorsed on, the certificates evidencing the Shares. If the Shares are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.
VOLUNTARY CORPORATE ACTIONS ESPP PLAN COY: JAD
PAYERS NAME: Computershare Trust Company, N.A.
|
|
SUBSTITUTE FORM W-9
Department of
the
Payers Request for Taxpayer |
Part 1PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW |
Social Security Number(s) OR Employer Identification Number(s) | ||||||
Part 2CertificationUnder 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 (the 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.
|
Part 3 Awaiting TIN ¨
Part 4 Exempt TIN ¨ | |||||||||
Certification instructionsYou must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax returns. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in Part 4 above.
| ||||||||||
SIGN HERE |
SIGNATURE:
DATE:
|
YOU MUST COMPLETE THE
FOLLOWING CERTIFICATE IF
YOU CHECKED THE BOX
IN PART 3 OF 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 if I do not provide a taxpayer identification number to Computershare Trust Company, N.A., 28% of all reportable payments made to me will be withheld, but will be refunded to me if I provide a certified taxpayer identification number within 60 days.
SIGNATURE:
DATE:
NOTE: | FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. |
VOLUNTARY CORPORATE ACTIONS ESPP PLAN COY: JAD
Form W-9 (Rev. December 2011) Department of the Treasury Internal Revenue Service |
Request for Taxpayer Identification Number and Certification |
Give Form to the requester. Do not |
Print or type See Specific Instructions on page 2.
|
Name (as shown on your income tax return)
|
|||||||||||||||||||||||||||
Business name/disregarded entity name, if different from above
|
||||||||||||||||||||||||||||
Check appropriate box for federal tax classification:
|
||||||||||||||||||||||||||||
¨ | Individual/sole proprietor | ¨ | C Corporation | ¨ | S Corporation | ¨ | Partnership | ¨ | Trust/estate | |||||||||||||||||||
¨ | Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) u | ¨ |
Exempt payee | |||||||||||||||||||||||||
¨ | Other (see instructions) u | |||||||||||||||||||||||||||
Address (number, street, and apt. or suite no.)
|
Requesters 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. The TIN provided must match the name given on the Name line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. 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 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. |
||||||||||||||||||
Social security number | ||||||||||||||||||
| | |||||||||||||||||
Employer identification number | ||||||||||||||||||
|
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. citizen or other U.S. person (defined below). |
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 4.
Sign Here |
Signature of U.S. person u |
Date u |
Cat. No. 10231X | Form W-9 (Rev. 12-2011) |
Form W-9 (Rev. 12-2011) |
Page 2 |
Form W-9 (Rev. 12-2011) |
Page 3 |
Form W-9 (Rev. 12-2011) |
Page 4 |
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
Form W-8BEN (Rev. February 2006)
Department of the Treasury Internal Revenue Service |
Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding
u Section references are to the Internal Revenue Code. u See separate instructions. u Give this form to the withholding agent or payer. Do not send to the IRS. |
OMB No. 1545-1621 |
Please print or type
Do not use this form for: Instead, use Form:
| A U.S. citizen or other U.S. person, including a resident alien individual W-9 |
| A person claiming that income is effectively connected with the conduct of a trade or business in the United States W-8ECI |
| A foreign partnership, a foreign simple trust, or a foreign grantor trust (see instructions for exceptions)W-8ECI or W-8IMY |
| A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession that received effectively connected income or that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions) W-8ECI or W-8EXP |
Note: These entities should use Form W-8BEN if they are claiming treaty benefits or are providing the form only to claim they are a foreign person exempt from backup withholding.
| A person acting as an intermediary W-8IMY |
Note: See instructions for additional exceptions.
Part I |
Identification of Beneficial Owner (See instructions.) |
1 Name of individual or organization that is the beneficial owner |
2 Country of incorporation or organization |
3 |
Type of beneficial owner: | ¨ Individual | ¨ Corporation | ¨ Disregarded entity | ¨ Partnership | ¨ Simple trust | ||||||
¨ Grantor trust ¨ Central bank of issue |
¨ Complex trust ¨ Tax-exempt organization |
¨ Estate ¨ Private foundation |
¨ Government | ¨ International organization |
4 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address. | ||||
City or town, state or province. Include postal code where appropriate. |
Country (do not abbreviate) | |||
5 Mailing address (if different from above) |
||||
City or town, state or province. Include postal code where appropriate. |
Country (do not abbreviate) | |||
6 U.S. taxpayer identification number, if required (see instructions) ¨ SSN or ITIN ¨ EIN |
7 Foreign tax identifying number, if any (optional) | |||
8 Reference number(s) (see instructions) |
Part II |
Claim of Tax Treaty Benefits (if applicable) |
9 I certify that (check all that apply):
a | ¨ | The beneficial owner is a resident of within the meaning of the income tax treaty between the United States and that country. | ||||||||
b | ¨ | If required, the U.S. taxpayer identification number is stated on line 6 (see instructions). | ||||||||
c | ¨ | The beneficial owner is not an individual, derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions). | ||||||||
d | ¨ | The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions). | ||||||||
e | ¨ | The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or 707(b), and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000. |
10 Special rates and conditions (if applicablesee instructions): The beneficial owner is claiming the provisions of Article of the treaty identified on line 9a above to claim a % rate of withholding on (specify type of income):
Explain the reasons the beneficial owner meets the terms of the treaty article:
Part III |
Notional Principal Contracts |
11 ¨ I have provided or will provide a statement that identifies those notional principal contracts from which the income is not effectively connected with the conduct of a trade or business in the United States. I agree to update this statement as required.
Part IV |
Certification |
Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:
1 I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates,
2 The beneficial owner is not a U.S. person,
3 The income to which this form relates is (a) not effectively connected with the conduct of a trade or business in the United States, (b) effectively connected but is not subject to tax under an income tax treaty, or (c) the partners share of a partnerships effectively connected income, and
4 For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.
Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.
Sign Here | u | |||||||||||
Signature of beneficial owner (or individual authorized to sign for beneficial owner) | Date (MM--DD-YYYY) | Capacity in which acting | ||||||||||
For Paperwork Reduction Act Notice, see separate instructions. |
Cat. No. 25047Z Form W-8BEN (Rev. 2-2006) |
Printed on Recycled Paper
Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Requests for additional copies of the Offer to Purchase, this Amended Letter of Transmittal, the Amended Notice of Guaranteed Delivery or related documents may be directed to the Information Agent at its telephone numbers or address set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
The Depositary for the Offer is:
By Mail: | By Registered, Certified, Express Mail or by Overnight Courier | |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 250 Royall Street Suite V Canton, MA 02021 |
The Information Agent for the Offer is:
199 Water Street, 26th Floor
New York, New York 10038-3560
Banks and Brokers Call (212) 440-9800
All Others Call Toll Free (866) 695-6075
The Dealer Manager for the Offer is:
Barclays Capital
Corporate Services
745 Seventh Avenue
New York, New York 10019
Call Toll Free: (888) 610-5877
VOLUNTARY CORPORATE ACTIONS ESPP PLAN COY: JAD
Exhibit (a)(1)(viii)
AMENDED NOTICE OF GUARANTEED DELIVERY
(Not to be used for Signature Guarantee)
JARDEN CORPORATION
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MARCH 5, 2012, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE EXPIRATION DATE).
As set forth in the Offer to Purchase (as defined below), this form (or a manually executed facsimile hereof) must be used to accept the Offer (as defined below) if (1) certificates evidencing your tendered shares of Common Shares of Jarden Corporation (the Company), par value of $0.01 per share (the Shares), are not immediately available or cannot be delivered to the Depositary before the Expiration Date (as defined in the Offer to Purchase), (2) the procedures for book-entry transfer described in the Offer to Purchase cannot be completed before the Expiration Date or (3) time will not permit all required documents to reach the Depositary before the Expiration Date. This form, signed and properly completed, may be delivered to Computershare Trust Company, N.A. (the Depositary) by mail or overnight delivery or transmitted by facsimile to the Depositary.
The Depositary for the Offer is:
By First Class, Registered or Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions PO Box 43011 Providence, Rhode Island 02940-3011 |
For Delivery of the Amended Notice of Guaranteed Delivery via Facsimile: (617) 360-6810
To confirm receipt of FAX, call (781) 575-2332 |
By Express or Overnight Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions 250 Royall Street, Suite V Canton, Massachusetts 02021 | ||
DELIVERY OF THIS AMENDED NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY, THE INFORMATION AGENT, THE DEALER MANAGER, OR THE DEPOSITORY TRUST COMPANY (DTC) WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE VALID DELIVERY.
THIS AMENDED NOTICE OF GUARANTEED DELIVERY 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 (AS DEFINED IN THE OFFER TO PURCHASE) UNDER THE INSTRUCTIONS TO THE AMENDED LETTER OF TRANSMITTAL, SUCH 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 Jarden Corporation (Jarden), upon the terms and subject to the conditions set forth in its Offer to Purchase, dated January 26, 2012, as amended and supplemented by the Supplement to the Offer to Purchase, dated February 21, 2012 (the Offer to Purchase), and in the related Amended Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the Offer), receipt of which is hereby acknowledged, the number (indicated herein) of the Shares of common stock of Jarden, par value $0.01 per share (the Shares), listed below at the price indicated below, pursuant to the guaranteed delivery procedures set forth in Section 2 of the Offer to Purchase.
NUMBER OF SHARES TO BE TENDERED: SHARES
Certificate Nos. (if available):
PRICE PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5 of the Amended Letter of Transmittal)
CHECK ONLY THE BOX UNDER 1 OR 2 BELOW. IF BOTH BOXES UNDER 1 OR 2 ARE CHECKED, OR IF NEITHER OF THE BOXES UNDER 1 OR 2 ARE CHECKED, THERE IS NO VALID TENDER OF SHARES.
1. | SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER |
¨ | By checking this box INSTEAD OF ONE OF THE BOXES UNDER 2 BELOW, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by the Company pursuant to the Offer. This action will maximize the chance of having the Company purchase all of the Shares tendered by the undersigned (subject to the possibility of proration). You should understand that this election may lower the purchase price paid for all purchased Shares in the Offer and could result in the tendered Shares being purchased at the minimum price of $32.00 per Share. |
OR
2. | SHARES TENDERED AT A PRICE DETERMINED BY SHAREHOLDER |
By checking ONE of the boxes below INSTEAD OF THE BOX UNDER 1 ABOVE, the undersigned hereby tenders Shares at the price checked the corresponding box in the section below captioned Price (in Dollars) per Share at which Shares are Being Tendered. This action could result in none of the Shares being purchased if the purchase price for the Shares is less than the price checked. If the purchase price for the Shares is equal to or greater than the price checked, then the Shares purchased by the Company will be purchased at the purchase price. All Shares so purchased by the Company will be purchased at the same price regardless of whether the shareholder tendered at a lower price. A shareholder who wishes to tender Shares at more than one price must complete a separate Amended Letter of Transmittal for each price at which Shares are being tendered. The same Shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Offer) at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.
CHECK ONLY ONE BOX BELOW. IF MORE THAN ONE BOX BELOW IS CHECKED OR IF NO BOX BELOW IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
¨ $32.00 |
¨ $33.00 | ¨ $34.00 | ¨ $35.00 | ¨ $36.00 | ||||
¨ $32.25 |
¨ $33.25 | ¨ $34.25 | ¨ $35.25 | |||||
¨ $32.50 |
¨ $33.50 | ¨ $34.50 | ¨ $35.50 | |||||
¨ $32.75 |
¨ $33.75 | ¨ $34.75 | ¨ $35.75 |
ODD LOTS
(See Instruction 15 of the Amended Letter of Transmittal)
As described in the Offer to Purchase, under certain conditions, a shareholder owning beneficially or of record an aggregate of fewer than 100 Shares and who tenders all such Shares and satisfies the other requirements set forth in the Offer to Purchase, may have his or her Shares accepted for payment before any proration of other tendered Shares. This preference is not available to partial tenders, or to beneficial or record holders of an aggregate of 100 or more Shares, even if these holders have separate accounts representing fewer than 100 Shares. Accordingly, this section is 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):
¨ | owns, whether beneficially or of record, an aggregate of fewer than 100 Shares and is tendering all such Shares; 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 such Shares. |
In addition, the undersigned is tendering all such Shares either (check one box):
¨ | at the Purchase Price, as the same will be determined by the Company in accordance with the terms of the Offer (persons checking this box should not check any box in the section captioned Price (in Dollars) per Share at which Shares are Being Tendered.); or |
¨ | at the price per Share indicated above in the section captioned Price (in Dollars) per Share at which Shares are Being Tendered. |
CONDITIONAL TENDER
(See Instruction 14 to the Amended Letter of Transmittal)
A stockholder may tender Shares subject to the condition that a specified minimum number of the stockholders Shares tendered pursuant to the Amended Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 of the Offer to Purchase. Unless at least the minimum number of Shares indicated below is purchased by Jarden pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering stockholders responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and Jarden urges stockholders to consult their own tax advisors before completing this section. 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, Jarden may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her Shares and checked this box: |
¨ | The tendered Shares represent all Shares held by the undersigned. |
SIGN HERE
Name(s) of Record Holder(s):
(Please Type or Print)
Address(es):
(Include Zip Code)
Area Code and Telephone Number:
Taxpayer ID No(s). or Social Security No(s).:
Account Number (at The Depository Trust Company:
Date:
Signature(s):
If Shares will be tendered by book-entry transfer, check this box ¨ and provide the following information:
Name of Tendering Institution:
Account Number at Book-Entry Transfer Facility:
Transaction Code Number:
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a financial institution that is a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program, hereby guarantees (i) that the above-named person(s) has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, (ii) that such tender of Shares complies with Rule 14e-4 and (iii) to deliver to the Depositary at one of its addresses set forth above certificate(s) for the Shares tendered hereby, in proper form for transfer, or a confirmation of the book-entry transfer of the Shares into the Depositarys account at The Depository Trust Company, together with a properly completed and duly executed Amended Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agents Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any other required documents, within three New York Stock Exchange trading days after the date of receipt by the Depositary.
The eligible institution that completes this form must communicate the guarantee to the Depositary and must deliver the Amended Letter of Transmittal or an Agents Message (as defined in the Offer to Purchase) and certificates for shares to the Depositary or complete the procedures for book-entry transfer deliveries within the time period set forth herein. Failure to do so could result in financial loss to such eligible institution.
Name of Firm: | Address: | |||||||
(Authorized Signature) |
(Zip Code) |
Name: |
(Please Print) |
Area Code and Telephone No.: |
|
Title:
|
|
Dated:
|
|
THIS FORM 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 THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE AMENDED LETTER OF TRANSMITTAL.
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE SENT WITH THE AMENDED LETTER OF TRANSMITTAL
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Exhibit (a)(1)(ix)
Offer to Purchase for Cash
by
JARDEN CORPORATION
of
Up to $500 Million in Value of Shares of Its Common Stock
At a Purchase Price Not Greater than $36.00 per Share
Nor Less than $32.00 per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MARCH 5, 2012, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE EXPIRATION DATE).
February 21, 2012
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Jarden Corporation, a Delaware corporation (Jarden), has appointed us to act as Dealer Manager in connection with its offer to purchase for cash up to $500 million in value of shares of its common stock, par value $0.01 per share (the Shares), at a price not greater than $36.00 nor less than $32.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 26, 2012, as amended and supplemented by the Supplement to the Offer to Purchase, dated February 21, 2012 (the Offer to Purchase), and the related Amended Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the Offer). The Company may elect, but is not obligated, to purchase additional Shares pursuant to the Offer. The Offer is not conditioned upon any minimum number of Shares being validly tendered. Capitalized terms used herein and not defined herein shall have the meanings given 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 Offer to Purchase and Amended Letter of Transmittal.
Jarden will, upon the terms and subject to the conditions of the Offer, determine a single per Share price that it will pay for Shares properly tendered and not properly withdrawn from the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. Jarden will select the lowest purchase price, not greater than $36.00 nor less than $32.00 per Share, that will allow it to purchase $500 million in value of Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn. If, based on the Final Purchase Price (defined below), Shares having an aggregate value of less than $500 million are properly tendered and not properly withdrawn, Jarden will buy all Shares properly tendered and not properly withdrawn. The price Jarden will select is sometimes referred to as the Final Purchase Price. All Shares properly tendered prior to the Expiration Date at prices at or below the Final Purchase Price and not properly withdrawn will be purchased in the Offer at the Final Purchase Price, upon the terms and subject to the conditions of the Offer, including the odd lot priority, proration and conditional tender provisions described in the Offer to Purchase. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any delay in making such payment. All Shares acquired in the Offer will be acquired at the Final Purchase Price. Jarden reserves the right, in its sole discretion, to change the per Share purchase price range and to increase or decrease the value of Shares sought in the Offer, subject to applicable law.
Jarden reserves the right, in its sole discretion, to terminate the Offer upon the occurrence of certain conditions more specifically described in Section 7 of the Offer to Purchase, or to amend the Offer in any respect, subject to applicable law.
Upon the terms and subject to the conditions of the Offer, if, based on the Final Purchase Price, Shares having an aggregate value in excess of $500 million, or such greater amount as Jarden may elect to pay, subject to applicable law, have been validly tendered, and not properly withdrawn before the Expiration Date, at prices at
or below the Final Purchase Price, Jarden will accept the Shares to be purchased in the following order of priority: (i) from all holders of odd lots of less than 100 Shares who properly tender all their Shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Date (partial tenders will not qualify for this preference); (ii) from all other stockholders who properly tender Shares at or below the Final Purchase Price, on a pro rata basis, subject to the conditional tender provisions described in the Offer to Purchase and with appropriate adjustment to avoid purchases of fractional Shares; and (iii) only if necessary to permit Jarden to purchase $500 million in value of Shares (or such greater amount as Jarden may elect to pay, subject to applicable law), from holders who have tendered Shares subject to the condition that a specified minimum number of the holders Shares be purchased if any Shares are purchased in the Offer as described in the Offer to Purchase (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered must have tendered all of their Shares. Therefore, it is possible that Jarden will not purchase all of the Shares tendered by a stockholder even if such stockholder tenders its Shares at or below the Final Purchase Price. Shares tendered at prices greater than the Final Purchase Price and Shares not purchased because of proration provisions will be returned to the tendering stockholders at Jardens expense promptly after the Expiration Date. See Section 1, Section 3 and Section 5 of the Offer to Purchase.
The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions, including the Financing Condition (as defined in the Offer to Purchase). See Section 7 of the Offer to Purchase.
For your information and for forwarding to those of your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
1. | The Supplement to Offer to Purchase; |
2. | The Amended Letter of Transmittal for your use and for the information of your clients, including an IRS Form W-9; |
3. | The Amended Notice of Guaranteed Delivery to be used to accept the Offer if the Share certificates and all other required documents cannot be delivered to the Depositary before the Expiration Date or if the procedure for book-entry transfer cannot be completed before the Expiration Date; |
4. | A letter to clients that you may send to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients instructions with regard to the Offer; and |
5. | A return envelope addressed to Computershare Trust Company, N.A., as Depositary for the Offer. |
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MARCH 5, 2012, UNLESS THE OFFER IS EXTENDED.
For Shares to be tendered properly pursuant to the Offer, one of the following must occur: (1) the certificates for such Shares, or confirmation of receipt of such Shares pursuant to the procedure for book-entry transfer set forth in Section 3 of the Offer to Purchase, together with (a) a properly completed and duly executed Amended Letter of Transmittal including any required signature guarantees and any documents required by the Amended Letter of Transmittal or (b) an Agents Message (as described in Section 3 of the Offer to Purchase) in the case of a book-entry transfer, must be received before 12:00 midnight, New York City time, on Monday, March 5, 2012 by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase, or (2) stockholders 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 must properly complete and duly execute the Amended Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.
Jarden will not pay any fees or commissions to brokers, dealers, commercial banks or trust companies or other nominees (other than fees to the Dealer Manager and the Information Agent, as described in Section 16 of the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. Jarden will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies or other nominees for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of Jarden, the Dealer Manager, the Information Agent or the Depositary for purposes of the Offer. Jarden will pay or cause to be paid all stock transfer taxes, if any, on its purchase of the Shares except as otherwise provided in the Offer to Purchase or Instruction 7 in the Amended Letter of Transmittal.
Any questions or requests for assistance may be directed to the Dealer Manager or the Information Agent at their respective telephone numbers and addresses set forth on the back cover of the Offer to Purchase. You may request additional copies of enclosed materials from the Information Agent, Georgeson Inc., at: (866) 695-6075.
Very truly yours,
Barclays Capital Inc.
Enclosures
NOTHING CONTAINED IN THIS DOCUMENT OR IN THE ENCLOSED DOCUMENTS WILL MAKE YOU OR ANY OTHER PERSON AN AGENT OF JARDEN, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS.
Exhibit (a)(1)(x)
Offer to Purchase for Cash
by
JARDEN CORPORATION
of
Up to $500 Million in Value of Shares of Its Common Stock
At a Purchase Price Not Greater than $32.00 per Share
Nor Less than $32.00 per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MARCH 5, 2012, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE EXPIRATION DATE).
February 21, 2012
To Our Clients:
On January 26, 2012, Jarden Corporation, a Delaware corporation (Jarden), distributed an Offer to Purchase (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 $500 million in value of shares of its common stock, $0.01 par value per share (the Shares), at a price not greater than $33.00 nor less than $30.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Original Offer to Purchase and the Original Letter of Transmittal. The tender offer was previously scheduled to expire at 12 midnight, New York City time, on Thursday, February 23, 2012.
Jarden has increased the price per Share at which stockholders may tender Shares to a price not greater than $36.00 nor less than $32.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest thereon. Jarden has also extended the Offer to the Expiration Time indicated above.
Enclosed for your consideration are the Supplement to the Offer to Purchase, dated February 21, 2012 (the Supplement and together with the Original Offer to Purchase, the Offer to Purchase), and related Amended Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the Offer) in connection with the offer by Jarden Corporation, a Delaware corporation (Jarden), to purchase for cash up to $500 million in value shares of its common stock, par value $0.01 per share (the Shares), at a price not greater than $36.00 nor less than $32.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Amended Letter of Transmittal. Jarden may elect, but shall not be obligated, to purchase additional Shares pursuant to the Offer. The Offer to Purchase and a specimen Amended Letter of Transmittal are being forwarded to you as the beneficial owner of Shares held by us in your account but not registered in your name. A tender of such Shares can be made only by us as the holder of record and only pursuant to your instructions. Capitalized terms used herein and not defined herein shall have the meanings given 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 Offer to Purchase and Amended Letter of Transmittal.
Jarden will, upon the terms and subject to the conditions of the Offer, determine a single per Share price that it will pay for Shares properly tendered and not properly withdrawn from the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. Jarden will select the single lowest purchase price, not greater than $36.00 nor less than $32.00 per Share, that will allow it to purchase $500 million in value of Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn. If, based on the Final Purchase Price (defined below), Shares having an aggregate value of less than $500 million are properly tendered and not properly withdrawn, Jarden will buy all Shares properly tendered and not properly withdrawn. The price Jarden will select is sometimes referred to as the Final Purchase
Price. All Shares properly tendered prior to the Expiration Date at prices at or below the Final Purchase Price and not properly withdrawn will be purchased in the Offer at the Final Purchase Price, upon the terms and subject to the conditions of the Offer, including the odd lot priority, proration and conditional tender provisions described in the Offer to Purchase. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any delay in making such payment. All Shares acquired in the Offer will be acquired at the Final Purchase Price. Jarden reserves the right, in its sole discretion, to change the per Share purchase price range and to increase or decrease the value of Shares sought in the Offer, subject to applicable law.
Jarden reserves the right, in its sole discretion, to terminate the Offer upon the occurrence of certain conditions more specifically described in Section 7 of the Offer to Purchase, or to amend the Offer in any respect, subject to applicable law.
Upon the terms and subject to the conditions of the Offer, if, based on the Final Purchase Price, Shares having an aggregate value in excess of $500 million, or such greater amount as Jarden may elect to pay, subject to applicable law, have been validly tendered, and not properly withdrawn before the Expiration Date, at prices at or below the Final Purchase Price, Jarden will accept the Shares to be purchased in the following order of priority: (i) from all holders of odd lots of less than 100 Shares who properly tender all their Shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Date (partial tenders will not qualify for this preference); (ii) from all other stockholders who properly tender Shares at or below the Final Purchase Price, on a pro rata basis, subject to the conditional tender provisions described in the Offer to Purchase and with appropriate adjustment to avoid purchases of fractional Shares; and (iii) only if necessary to permit Jarden to purchase $500 million in value of Shares (or such greater amount as Jarden may elect to pay, subject to applicable law), from holders who have tendered Shares subject to the condition that a specified minimum number of the holders Shares be purchased if any Shares are purchased in the Offer as described in the Offer to Purchase (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered must have tendered all of their Shares. Therefore, it is possible that Jarden will not purchase all of the Shares that you tender even if you tender them at or below the Final Purchase Price. Shares tendered at prices greater than the Final Purchase Price and Shares not purchased because of proration provisions will be returned to the tendering stockholders at Jardens expense promptly after the Expiration Date. See Section 1, Section 3 and Section 5 of the Offer to Purchase.
The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions, including the Financing Condition (as defined in the Offer to Purchase). See Section 7 of the Offer to Purchase.
Jardens directors and executive officers are entitled to participate in the Offer on the same basis as all other stockholders. See Section 12 of the Offer to Purchase.
WE ARE THE OWNER OF RECORDS 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 $36.00 nor less than $32.00 per Share, as indicated in the attached Instruction Form, net to you in cash, less applicable withholding taxes and without interest. |
2. | You should consult with your broker or other financial or tax advisors 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 upon any minimum number of Shares being validly tendered. However, the Offer is subject to other conditions, which you should read carefully. See Section 7 of the Offer to Purchase. |
4. | The Offer, proration period and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, March 5, 2012, unless Jarden extends the Offer. |
5. | The Offer is for up to $500 million in value of Shares. At the maximum Final Purchase Price of $36.00 per Share, Jarden could purchase 13,888,888 Shares if the Offer is fully subscribed (representing approximately 15.2% of the Shares outstanding as of January 24, 2012). At the minimum Final Purchase Price of $32.00, Jarden could purchase 15,625,000 Shares if the Offer is fully subscribed (representing approximately 17.1% of the Shares outstanding as of January 24, 2012). |
6. | Tendering stockholders who are tendering Shares held in their name or who tender their Shares directly to the Depositary will not be obligated to pay any brokerage commissions or fees to Jarden or to 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 Jardens 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 are an odd lot holder and you instruct us to tender on your behalf all such Shares at or below the purchase price before the Expiration Date and check the box captioned Odd Lots on the attached Instruction Form, Jarden, 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 Jardens 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. Jardens purchase of Shares from all tenders that are so conditioned will be determined by random lot. To elect such a condition complete the box entitled Conditional Tender in the attached Instruction Form. |
10. | None of the Company, our Board of Directors, the Dealer Manager, the Depositary or the Information Agent makes any recommendation as to whether any shareholder should tender Shares pursuant to the Offer or as to the purchase price(s) at which a shareholder may choose to tender them. You must make your own decision after consulting with your own advisors as to whether to tender your Shares and, if so, how many Shares to tender and the price(s) at which you will tender your Shares. In doing so, you should read carefully the information in the Offer to Purchase and in the related Amended Letter of Transmittal, including the Companys reasons for making the Offer. See Section 2. Our directors and executive officers are entitled to participate in the Offer on the same basis as all other stockholders. However, all of our directors and executive officers have advised us that they do not intend to tender their Shares in the Offer (including shares they are deemed to beneficially own). |
11. | The Offer is subject to the terms and conditions set forth in the Offer to Purchase, which you should read carefully. |
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 DATE. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MARCH 5, 2012, UNLESS THE OFFER IS EXTENDED.
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 such Shares unless you specify otherwise on the attached Instruction Form.
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 of Jarden. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares of Jarden 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.
INSTRUCTION FORM
The undersigned acknowledge(s) receipt of your letter, the Original Offer to Purchase, the enclosed Supplement, and the related Amended Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the Offer), in connection with the offer by Jarden Corporation, a Delaware corporation (Jarden), to purchase for cash up to $500 million in value of shares of its common stock, par value $0.01 per share (the Shares), at a price not greater than $36.00 nor less than $32.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest.
The undersigned hereby instruct(s) you to tender to Jarden the number of Shares indicated below or, if no number is specified, all Shares you hold for the account of the undersigned, at the price per Share indicated below, upon the terms and subject to the conditions of the Offer.
Aggregate Number Of Shares To Be Tendered By You For The Account Of The Undersigned: Shares.
PRICE PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5)
CHECK ONLY THE BOX UNDER 1 OR 2 BELOW.
IF BOTH BOXES UNDER 1 OR 2 ARE CHECKED OR IF NEITHER OF THE BOXES UNDER 1 OR 2 ARE CHECKED, THERE IS NO VALID TENDER OF SHARES.
1. SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER
¨ | By checking this box INSTEAD OF ONE OF THE BOXES UNDER 2 BELOW, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by the Company pursuant to the Offer. This action will maximize the chance of having the Company purchase all of the Shares tendered by the undersigned (subject to the possibility of proration). The undersigned understands that this election could result in the tendered shares being purchased at the minimum price of $32.00 per Share. |
OR
2. SHARES TENDERED AT A PRICE DETERMINED BY SHAREHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX UNDER 1 ABOVE, the undersigned hereby tenders Shares at the price checked in the corresponding box in the section below captioned Price (in Dollars) Per Share At Which Shares Are Being Tendered. This action could result in none of the Shares being purchased if the purchase price for the Shares is less than the price checked. If the purchase price for the Shares is equal to or greater than the price checked, then the Shares purchased by the Company will be purchased at the purchase price. All Shares so purchased by the Company will be purchased at the same price regardless of whether the shareholder tendered at a lower price. A shareholder who wishes to tender Shares at more than one price must complete a separate Amended Letter of Transmittal for each price at which Shares are being tendered. The same Shares cannot be tendered (unless such Shares were previously withdrawn in accordance with the terms of the Offer) at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.
CHECK ONLY ONE BOX BELOW. IF MORE THAN ONE BOX BELOW IS CHECKED OR IF NO BOX BELOW IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
¨ $32.00 |
¨ $33.00 | ¨ $34.00 | ¨ $35.00 | ¨ $36.00 | ||||
¨ $32.25 |
¨ $33.25 | ¨ $34.25 | ¨ $35.25 | |||||
¨ $32.50 |
¨ $33.50 | ¨ $34.50 | ¨ $35.50 | |||||
¨ $32.75 |
¨ $33.75 | ¨ $34.75 | ¨ $35.75 |
ODD LOTS
(See Instruction 15 to the Amended Letter of Transmittal)
As described in the Offer to Purchase, under certain conditions, a shareholder owning beneficially or of record an aggregate of fewer than 100 Shares and who tenders all such Shares and satisfies the other requirements set forth in the Offer to Purchase, may have his or her Shares accepted for payment before any proration of other tendered Shares. This preference is not available to partial tenders, or to beneficial or record holders of an aggregate of 100 or more Shares, even if these holders have separate accounts representing fewer than 100 Shares. Accordingly, this section is 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):
The undersigned either (check one box):
¨ | owns, whether beneficially or of record, an aggregate of fewer than 100 Shares and is tendering all such Shares; 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 such Shares. |
In addition, the undersigned is tendering Shares either (check one box):
¨ | at the Purchase Price, as the same will be determined by the Company in accordance with the terms of the Offer (persons checking this box should not check any box in the section captioned Price (in Dollars) per Share at which Shares are Being Tendered.); or |
¨ | at the price per Share indicated above in the section captioned Price (in Dollars) per Share at which Shares are Being Tendered. |
CONDITIONAL TENDER
(See Instruction 14 to the Amended Letter of Transmittal)
A stockholder may tender Shares subject to the condition that a specified minimum number of the stockholders Shares tendered pursuant to the Amended Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 of the Offer to Purchase. Unless at least the minimum number of Shares indicated below is purchased by Jarden pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering stockholders responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and Jarden urges stockholders to consult their own tax advisors before completing this section. 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, Jarden may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her Shares and checked this box: |
¨ | The tendered Shares represent all Shares held by the undersigned. |
The method of delivery of this document, is at the election and risk of the tendering stockholder. 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.
Jardens Board of Directors has authorized Jarden to make the Offer. However, neither Jarden, nor any member of its Board of Directors, the Dealer Manager, the Information Agent or the Depositary makes any recommendation to stockholders as to whether they should tender or refrain from tendering their Shares or as to the purchase price or purchase prices at which any stockholder may choose to tender Shares. Neither Jarden, any member of its Board of Directors, the Dealer Manager, the Information Agent or the Depositary has authorized any person to make any recommendation with respect to the Offer. Stockholders should carefully evaluate all information in the Offer to Purchase, consult their own financial and tax advisors and make their own decisions about whether to tender Shares and, if so, how many Shares to tender and the purchase price or purchase prices at which to tender.
SIGNATURE
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Signature(s) |
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(Please Print) |
Name(s) |
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(Please Print) |
Taxpayer Identification or Social Security No.: |
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Address(es) |
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(Include Zip Code) |
Phone Number (including Area Code |
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Date |
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Exhibit (a)(5)(ii)
FOR: | Jarden Corporation | |||||
CONTACT: | Trisha Mount | |||||
Senior Vice President | ||||||
914-967-9400 | ||||||
Investor Relations: Allison Malkin | ||||||
Press: Alecia Pulman | ||||||
ICR, Inc. | ||||||
203-682-8200 |
FOR IMMEDIATE RELEASE
JARDEN ANNOUNCES INCREASE IN PRICE RANGE AND
EXTENSION OF EXPIRATION DATE IN SELF-TENDER OFFER
RYE, N.Y., February 21, 2012Jarden Corporation (NYSE: JAH) announced today that it has amended its previously announced modified Dutch auction self-tender offer to increase the price range at which it will purchase shares of its common stock, par value $0.01 per share (Common Stock), to a purchase price of not greater than $36.00 and not less than $32.00 per share. The maximum aggregate size of the repurchase remains unchanged at $500 million in value of Common Stock. As a result of the amendment to the price range, the Company has also extended the expiration date of the tender offer to 12:00 midnight, New York City time, on March 5, 2012. The Company also indicated that there would be no further changes to the tender offer price range. The Companys Common Stock closed on the New York Stock Exchange at $34.51 per share on Friday, February 17, 2012. The shares closed at $30.71 per share at the close on January 23, 2012, immediately prior to the announcement of the Companys intention to commence a tender offer.
In connection with the amendment of the previously announced tender offer, members of the Board of Directors and the Executive Officers of the Company have indicated they may tender up to 15% of their shares of Common Stock. In conjunction with this decision, the members of the Office of the Chairman, Martin E. Franklin, Ian G. H. Ashken and James E. Lillie, have committed to tendering in aggregate 526,000 shares, or approximately 10.5% of each of their respective current beneficial holdings of Common Stock, within the revised range. As previously announced, the tender offer will not be conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to the satisfaction of certain conditions as outlined in the original Offer to Purchase. The tender offer was originally made pursuant to the Offer to Purchase, dated January 26, 2012, which was previously filed with the Securities and Exchange Commission (SEC) and forwarded to shareholders. A Supplement to the Offer to Purchase and amended letters of transmittal and related materials containing a complete explanation of the amended terms and conditions of the tender offer and revised instructions for tendering shares of Common Stock will be promptly filed with the SEC and forwarded to shareholders of record.
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Neither the Company nor its Board of Directors makes any recommendation as to whether any shareholder should participate in the amended tender offer or as to the price or prices at which shareholders may choose to tender their shares in the amended tender offer.
The Company has retained Barclays Capital to act as the dealer manager for the tender offer, which can be contacted at 888-610-5877 (toll free).
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the Companys Common Stock. The solicitation and offer to buy the Companys Common Stock will only be made pursuant to the Offer to Purchase, the Supplement to the Offer to Purchase, the amended letters of transmittal and related materials. Stockholders should carefully read these materials because they contain important information, including the various terms and conditions of the tender offer. Stockholders may obtain free copies of the Offer to Purchase, the Supplement to the Offer to Purchase, the amended letters of transmittal and related materials filed by Jarden with the Securities and Exchange Commission at the commissions website at www.sec.gov or from Jardens website at www.jarden.com, or by calling Georgeson Inc., the information agent, at (866) 695-6075 (toll free). Stockholders and investors who have questions may call Barclays Capital or Georgeson Inc. at the numbers above.
Jarden Corporation is a leading provider of a diverse range of consumer products with a portfolio of over 100 trusted, quality brands sold globally. Jarden operates in three primary business segments through a number of well recognized brands, including: Outdoor Solutions: Abu Garcia®, Aero®, Berkley®, Campingaz® and Coleman®, ExOfficio®, Fenwick®, Gulp!®, K2®, Marker®, Marmot®, Mitchell®, Penn®, Rawlings®, Shakespeare®, Stearns®, Stren®, Trilene®, Völkl® and Zoot®; Consumer Solutions: Bionaire®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain®; and Branded Consumables: Ball®, Bee®, Bernardin®, Bicycle®, Billy Boy®, Crawford®, Diamond®, Dicon®, Fiona®, First Alert®, First Essentials®, Hoyle®, Kerr®, Lehigh®, Lillo®, Loew Cornell®, Mapa®, NUK®, Pine Mountain®, Quickie®, Spontex® and Tigex®. Headquartered in Rye, N.Y., Jarden ranks #379 on the Fortune 500 and has over 23,000 employees worldwide. For in-depth information about Jarden, please visit www.jarden.com.
Note: This news release contains forward-looking statements within the meaning of the federal securities laws and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the Companys earnings per share and adjusted diluted earnings per share, expected or estimated revenue, segment earnings, cash flow from operations, and reorganization and other non-cash charges, the outlook for the Companys markets and the demand for its products, consistent profitable growth, free cash flow, future revenues and gross, operating and EBITDA margin improvement requirement and expansion, organic net sales growth, bank leverage ratio, the success of new product introductions, growth in costs and expenses, the impact of commodities, currencies and transportation costs and the Companys ability to manage its risk in these areas, repurchase of shares of common stock from time to time under the Companys stock repurchase program or through any tender offer, our ability to raise new debt, and the impact of acquisitions, divestitures, restructurings, and other unusual items, including the Companys ability to integrate and obtain the anticipated results and synergies from its consummated acquisitions. These projections and statements are based on managements estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary is included in the Companys periodic and other reports filed with the Securities and Exchange Commission.
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